UNITED STATES |
|
FORM 10-Q |
[Ö] |
| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the quarterly period ended March 31, 2012 | |
| OR | |
[ ] |
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from__________ to__________ |
Commission File Number: 2-94863 |
CANANDAIGUA NATIONAL CORPORATION |
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New York |
| 16-1234823 |
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|
72 South Main Street |
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(585) 394-4260 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. |
Yes [Ö] |
| No [ ] |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. |
Yes [Ö] |
| No [ ] |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [Ö] Non-accelerated filer [ ] Smaller reporting company [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [Ö] |
The registrant had 1,887,154 shares of common stock, par value $5.00, outstanding at April 30,2012. |
Forward-Looking Statements
This report, including information incorporated by reference, contains, and future filings by Canandaigua National Corporation on Forms 10-K, 10-Q and 8-K and future oral and written statements, press releases, and letters to shareholders by Canandaigua National Corporation and its management may contain, certain "forward-looking statements" intended to qualify for the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. When used or incorporated by reference in the Company's disclosures and documents, the words "anticipate," "believe," "contemplate," "estimate," "expect," "foresee," "project," "target," "goal," "budget" and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act. Such forward-looking statements are subject to certain risks discussed within this document and the Companys most recent Annual Report on Form 10-K. These forward-looking statements are based on currently available financial, economic, and competitive data and management's views and assumptions regarding future events. These forward-looking statements are inherently uncertain, so should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, projected, targeted, or budgeted. Certain matters which management has identified, which may cause material variations are noted elsewhere herein and in the Companys other publicly filed reports. These forward-looking statements speak only as of the date of the document. We expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein. We caution readers not to place undue reliance on any of these forward-looking statements.
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES |
PART I -- FINANCIAL INFORMATION |
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Item 1. Financial Statements (Unaudited) |
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Condensed consolidated balance sheets at March 31, 2012 and December 31, 2011 |
| 1 |
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Condensed consolidated statements of income for the three-month periods ended |
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Condensed consolidated statements of comprehensive income for the three-month periods ended |
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Condensed consolidated statements of stockholders' equity for the three-month periods ended |
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March 31, 2012 and 2011. |
| 4 |
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Condensed consolidated statements of cash flows for the three-month periods ended |
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March 31, 2012 and 2011. |
| 5 |
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Notes to condensed consolidated financial statements |
| 6 |
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| 26 | |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
| 32 |
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| 32 | |
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PART II -- OTHER INFORMATION |
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| 33 | |
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Item 1A. Risk Factors |
| 33 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
| 33 |
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| 33 | |
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| 33 | |
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| 33 | |
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| 35 | |
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| 36 |
PART I FINANCIAL INFORMATIONItem 1. Financial Statements |
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES |
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| March 31, |
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| December 31, |
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| 2012 |
|
| 2011 |
| Assets |
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| ||
Cash and due from banks | $ | 35,266 |
|
| 52,715 | |||
Interest-bearing deposits with other financial institutions |
| 5,882 |
|
| 6,490 | |||
Federal funds sold |
| 64,425 |
|
| 67,535 | |||
Securities: |
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| |||
|
| - Available for sale, at fair value |
| 107,330 |
|
| 114,258 | |
|
| - Held-to-maturity (fair value of $170,109 in 2012 and $172,517 in 2011) |
| 165,464 |
|
| 167,225 | |
Loans - net |
| 1,344,268 |
|
| 1,276,426 | |||
Premises and equipment net |
| 16,015 |
|
| 16,101 | |||
Accrued interest receivable |
| 7,404 |
|
| 6,627 | |||
Federal Home Loan Bank stock and Federal Reserve Bank stock |
| 2,656 |
|
| 2,656 | |||
Goodwill |
| 15,810 |
|
| 15,810 | |||
Intangible assets |
| 6,584 |
|
| 6,787 | |||
Prepaid FDIC assessment |
| 3,647 |
|
| 3,905 | |||
Other assets |
| 24,631 |
|
| 24,935 | |||
|
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| Total Assets | $ | 1,799,382 |
|
| 1,761,470 |
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| Liabilities and Stockholders' Equity |
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Deposits: |
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| Demand |
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|
| Non-interest bearing | $ | 232,257 |
|
| 227,284 | |
|
| Interest bearing |
| 183,592 |
|
| 175,409 | |
| Savings and money market |
| 772,572 |
|
| 745,713 | ||
| Time |
| 395,104 |
|
| 398,204 | ||
|
|
| Total deposits |
| 1,583,525 |
|
| 1,546,610 |
Junior subordinated debentures |
| 51,547 |
|
| 51,547 | |||
Accrued interest payable and other liabilities |
| 27,375 |
|
| 27,533 | |||
|
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| Total Liabilities |
| 1,662,447 |
|
| 1,625,690 |
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Canandaigua National Corporation stockholders' equity: |
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| |||
| Preferred stock, $.01 par value; 4,000,000 shares |
|
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| ||
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| authorized, no shares issued or outstanding |
| - |
|
| - | |
| Common stock, $5.00 par value; 16,000,000 shares |
|
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| ||
|
| authorized, 1,946,496 shares issued in 2012 and 2011 |
| 9,732 |
|
| 9,732 | |
| Additional paid-in-capital |
| 8,834 |
|
| 8,834 | ||
| Retained earnings |
| 121,373 |
|
| 120,675 | ||
| Treasury stock, at cost (59,242 shares at March 31, 2012 |
|
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|
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| ||
|
| and December 31, 2011) |
| (4,912) |
|
| (4,912) | |
| Accumulated other comprehensive income, net |
| (1,040) |
|
| (1,455) | ||
| Total Canandaigua National Corporation Stockholders' Equity |
| 133,987 |
|
| 132,874 | ||
| Non-controlling interests |
| 2,948 |
|
| 2,906 | ||
|
| Total Equity |
| 136,935 |
|
| 135,780 | |
|
| Total Liabilities and Equity | $ | 1,799,382 |
|
| 1,761,470 | |
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See accompanying notes to condensed consolidated financial statements.
1
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the three-month periods ended March 31, 2012 and 2011 (Unaudited)
(dollars in thousands, except per share data)
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| Three Months Ended | |||
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| March 31, | |||
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| 2012 |
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| 2011 |
Interest income: |
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| |||
| Loans, including fees | $ | 16,450 |
|
| 16,079 | ||
| Securities |
| 1,903 |
|
| 2,070 | ||
| Federal funds sold |
| 35 |
|
| 90 | ||
| Other |
| 4 |
|
| 5 | ||
|
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| Total interest income |
| 18,392 |
|
| 18,244 |
Interest expense: |
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| |||
| Deposits |
| 1,503 |
|
| 2,676 | ||
| Junior subordinated debentures |
| 696 |
|
| 745 | ||
|
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| Total interest expense |
| 2,199 |
|
| 3,421 |
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| Net interest income |
| 16,193 |
|
| 14,823 |
Provision for loan losses |
| 1,150 |
|
| 750 | |||
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| Net interest income after provision for loan losses |
| 15,043 |
|
| 14,073 |
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Other income: |
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| Service charges on deposit accounts |
| 2,823 |
|
| 2,585 | ||
| Trust and investment services income |
| 3,810 |
|
| 3,099 | ||
| Net gain on sale of mortgage loans |
| 599 |
|
| 370 | ||
| Loan servicing income, net |
| 204 |
|
| 219 | ||
| Loan-related fees |
| 72 |
|
| 109 | ||
| (Loss) on securities transactions, net |
| (6) |
|
| (1) | ||
| Other operating income |
| 680 |
|
| 811 | ||
|
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| Total other income |
| 8,182 |
|
| 7,192 |
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Operating expenses: |
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| Salaries and employee benefits |
| 10,755 |
|
| 8,001 | ||
| Occupancy, net |
| 2,046 |
|
| 1,833 | ||
| Technology and data processing |
| 1,210 |
|
| 1,042 | ||
| Professional and other services |
| 926 |
|
| 907 | ||
| Marketing and public relations |
| 609 |
|
| 669 | ||
| Office supplies, printing and postage |
| 421 |
|
| 414 | ||
| Intangible amortization |
| 203 |
|
| 222 | ||
| Other real estate operations |
| 318 |
|
| 228 | ||
| FDIC insurance |
| 283 |
|
| 679 | ||
| Other operating expenses |
| 1,373 |
|
| 1,326 | ||
|
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| Total operating expenses |
| 18,144 |
|
| 15,321 |
|
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| Income before income taxes |
| 5,081 |
|
| 5,944 |
Income taxes |
| 1,510 |
|
| 1,605 | |||
|
|
| Net income attributable to noncontrolling interests and |
|
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| Canandaigua National Corporation |
| 3,571 |
|
| 4,339 |
Less: Net income attributable to noncontrolling interests |
| 42 |
|
| - | |||
Net income attributable to Canandaigua National Corporation | $ | 3,529 |
|
| 4,339 | |||
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Basic earnings per share | $ | 1.87 |
|
| 2.30 | |||
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Diluted earnings per share | $ | 1.83 |
|
| 2.26 | |||
|
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|
See accompanying notes to condensed consolidated financial statements.
2
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
[WITH RESPECTIVE TAX INFORMATION PRESENTED PARENTHETICALLY]
For the three-month periods ended March 31, 2012 and 2011 (Unaudited)
(dollars in thousands)
|
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| 2012 |
| 2011 |
Net income | $ | 3,571 |
| 4,339 | ||||
| Other comprehensive income: |
|
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| |||
|
| Change in fair value of |
|
|
|
| ||
|
|
| interest rate swaps, |
|
|
|
| |
|
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| net of taxes of $ 430 and $417 |
| 672 |
| 703 | |
|
| Change in unrealized gain on |
|
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| ||
|
|
| on securities available for sale, |
|
|
|
| |
|
|
| net of taxes of ($138) and ($79) |
| (219) |
| (163) | |
|
| Plus reclassification adjustment |
|
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| ||
|
|
| for realized gains and losses included in |
|
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| |
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| net income on called securities, |
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| |
|
|
| net of taxes of ($12) and $6 |
| (38) |
| 13 | |
|
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|
| Other comprehensive income | $ | 415 |
| 553 |
Total comprehensive income |
| 3,986 |
| 4,892 | ||||
|
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| Comprehensive income attributable |
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| |||
|
| to the noncontrolling interest | $ | 42 |
| - | ||
| Comprehensive income attributable to the Company | $ | 3,944 |
| 4,892 |
See accompanying notes to condensed consolidated financial statements.
3
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
For the three-month periods ended March 31, 2012 and 2011 (Unaudited)
(dollars in thousands, except share data)
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| Accumulated |
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| Number of |
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| Additional |
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| Other |
| Non- |
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| Shares |
| Common |
| Paid-in |
| Retained |
| Treasury |
| Comprehensive |
| controlling |
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| Outstanding |
| Stock |
| Capital |
| Earnings |
| Stock |
| Income (Loss) |
| Interest |
|
| Total | ||||||
Balance at December 31, 2011 |
| 1,887,254 |
| $ | 9,732 |
|
| 8,834 |
|
| 120,675 |
|
| (4,912) |
|
| (1,455) |
|
| 2,906 |
|
| 135,780 | |||
| Comprehensive income: |
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| Change in fair value of |
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| |
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| interest rate swaps, |
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| net of taxes of $430 |
|
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|
| - |
|
| - |
|
| - |
|
| - |
|
| 672 |
|
| - |
|
| 672 |
|
| Change in unrealized gain on |
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| |
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| on securities available for sale, |
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| net of taxes of ($138) |
|
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|
| - |
|
| - |
|
| - |
|
| - |
|
| (219) |
|
| - |
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| (219) |
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| Plus reclassification adjustment |
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| |
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| for realized gains included in |
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| net income on called securities, |
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| net of taxes of ($12) |
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| (38) |
|
| - |
|
| (38) |
|
| Net income attributable to non- |
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| |
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| controlling interest and |
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| Canandaigua National Corporation |
|
|
|
| - |
|
| - |
|
| 3,529 |
|
| - |
|
| - |
|
| 42 |
|
| 3,571 |
| Total comprehensive income |
|
|
|
| - |
|
| - |
|
| 3,529 |
|
| - |
|
| 415 |
|
| 42 |
|
| 3,986 | ||
| Cash dividend - $ 1.50 per share |
|
|
|
| - |
|
| - |
|
| (2,831) |
|
| - |
|
| - |
|
| - |
|
| (2,831) | ||
Balance at March 31, 2012 |
| 1,887,254 |
| $ | 9,732 |
|
| 8,834 |
|
| 121,373 |
|
| (4,912) |
|
| (1,040) |
|
| 2,948 |
|
| 136,935 | |||
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Balance at December 31, 2010 |
| 1,888,748 |
| $ | 9,732 |
|
| 8,823 |
|
| 109,768 |
|
| (4,728) |
|
| 199 |
|
| - |
|
| 123,794 | |||
| Comprehensive income: |
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|
| Change in fair value of |
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| |
|
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| interest rate swaps, |
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| net of taxes of $417 |
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 703 |
|
| - |
|
| 703 |
|
| Change in unrealized gain on |
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| |
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| on securities available for sale, |
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|
| net of taxes of $(79) |
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| (163) |
|
| - |
|
| (163) |
|
| Plus reclassification adjustment |
|
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| |
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| for realized losses included in |
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| net income on called securities, |
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|
| net of taxes of $6 |
|
|
|
| - |
|
| - |
|
| - |
|
| - |
|
| 13 |
|
| - |
|
| 13 |
|
| Net income attributable to non- |
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| |
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| controlling interest and |
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| Canandaigua National Corporation |
|
|
|
| - |
|
| - |
|
| 4,339 |
|
| - |
|
| - |
|
| - |
|
| 4,339 |
| Total comprehensive income |
|
|
|
| - |
|
| - |
|
| 4,339 |
|
| - |
|
| 553 |
|
| - |
|
| 4,892 | ||
| Purchase of treasury stock |
| (200) |
|
| - |
|
| - |
|
| - |
|
| (19) |
|
| - |
|
| - |
|
| (19) | ||
| Cash dividend - $ 1.43 per share |
|
|
|
| - |
|
| - |
|
| (2,691) |
|
| - |
|
| - |
|
| - |
|
| (2,691) | ||
Balance at March 31, 2011 |
| 1,888,548 |
| $ | 9,732 |
|
| 8,823 |
|
| 111,416 |
|
| (4,747) |
|
| 752 |
|
| - |
|
| 125,976 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
4
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three-month periods ended March 31, 2012 and 2011 (Unaudited)
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2012 |
|
| 2011 |
Cash flow from operating activities: |
|
|
|
|
| ||||
| Net income attributable to Canandaigua National Corporation | $ | 3,529 |
|
| 4,339 | |||
| Adjustments to reconcile net income to |
|
|
|
|
| |||
|
| Net cash provided by operating activities: |
|
|
|
|
| ||
|
|
| Depreciation, amortization and accretion |
| 1,597 |
|
| 1,359 | |
|
|
| Provision for loan losses |
| 1,150 |
|
| 750 | |
|
|
| Gain on sale of premises and equipment and other real estate, net |
| (122) |
|
| (17) | |
|
|
| Writedown of other real estate |
| 85 |
|
| - | |
|
|
| Deferred income tax benefit |
| (859) |
|
| (384) | |
|
|
| Loss (Income) from equity-method investments, net |
| 16 |
|
| (323) | |
|
|
| Loss on calls of securities and write-down, net |
| 6 |
|
| 1 | |
|
|
| Gain on sale of mortgage loans, net |
| (599) |
|
| (370) | |
|
|
| Originations of loans held for sale |
| (51,160) |
|
| (35,031) | |
|
|
| Proceeds from sale of loans held for sale |
| 47,679 |
|
| 45,267 | |
|
|
| Increase in other assets |
| (723) |
|
| (864) | |
|
|
| Increase (decrease) in all other liabilities |
| 944 |
|
| (482) | |
|
|
|
| Net cash provided by operating activities |
| 1,543 |
|
| 14,245 |
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
| ||||
| Securities available-for-sale: |
|
|
|
|
| |||
|
| Proceeds from maturities and calls |
| 18,465 |
|
| 6,865 | ||
|
| Purchases |
| (11,929) |
|
| (7,869) | ||
| Securities held to maturity: |
|
|
|
|
| |||
|
| Proceeds from maturities and calls |
| 6,208 |
|
| 4,523 | ||
|
| Purchases |
| (4,828) |
|
| (9,154) | ||
| Loan originations in excess of principal collections, net |
| (65,470) |
|
| 23,285 | |||
| Purchase of premises and equipment, net |
| (578) |
|
| (636) | |||
| Calls of FHLB stock, net of purchases of FHLB and FRB stock |
| - |
|
| (102) | |||
| Investment in equity-method investments |
| (209) |
|
| (3) | |||
| Proceeds from sale of other real estate |
| 1,505 |
|
| 455 | |||
|
|
|
| Net cash (used) provided by investing activities |
| (56,836) |
|
| 17,364 |
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
| ||||
| Net increase in demand, savings and money market deposits |
| 40,015 |
|
| 62,774 | |||
| Net decrease in time deposits |
| (3,100) |
|
| (13,204) | |||
| Principal repayments of term borrowings |
| - |
|
| (330) | |||
| Payments to acquire treasury stock |
| - |
|
| (19) | |||
| Change in noncontrolling interest, net |
| 42 |
|
| - | |||
| Dividends paid |
| (2,831) |
|
| (2,691) | |||
|
|
|
| Net cash provided by financing activities |
| 34,126 |
|
| 46,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net (decrease) increase in cash and cash equivalents |
| (21,167) |
|
| 78,139 |
| Cash and cash equivalents - beginning of period |
| 126,740 |
|
| 138,229 | |||
| Cash and cash equivalents - end of period | $ | 105,573 |
|
| 216,368 | |||
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
| ||||
| Interest paid | $ | 2,213 |
|
| 3,567 | |||
| Income taxes paid |
| 151 |
|
| 208 | |||
|
|
|
|
|
|
|
|
|
|
Supplemental schedule of noncash investing activities |
|
|
|
|
| ||||
| Real estate acquired in settlement of loans | $ | 558 |
|
| - | |||
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
5
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and applicable regulations of the Securities and Exchange Commission (SEC) and with generally accepted accounting principles for interim financial information. Such principles are applied on a basis consistent with those reflected in the 2011 Annual Report (defined below) of the Company filed with the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Management has prepared the financial information included herein without audit by an independent registered public accounting firm. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month periods ended March 31, 2012, are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 (the 2011 Annual Report).
Amounts in prior periods' condensed consolidated financial statements are reclassified whenever necessary to conform to the current year's presentation.
Management has evaluated the impact of subsequent events on these financial statements to the date of filing of this Form 10-Q with the Securities and Exchange Commission.
(2) Securities
Amortized cost and fair value of available-for-sale and held-to-maturity securities at March 31, 2012 are summarized as follows:
|
|
|
| March 31, 2012 | ||||||||
|
|
|
|
|
| Gross Unrealized |
|
|
| |||
|
|
|
| Amortized |
|
|
|
|
|
|
| Fair |
|
|
|
| Cost |
| Gains |
|
| Losses |
|
| Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Available for Sale: |
|
|
|
|
|
|
|
|
|
| ||
| U.S. Treasury | $ | 502 |
| - |
|
| - |
|
| 502 | |
| U.S. government sponsored enterprise obligations |
| 51,149 |
| 267 |
|
| (113) |
|
| 51,303 | |
| State and municipal obligations |
| 51,605 |
| 1,627 |
|
| (16) |
|
| 53,216 | |
| Corporate obligations (1) |
| 1,094 |
| 2 |
|
| (269) |
|
| 827 | |
| Equity securities |
| 1,292 |
| 190 |
|
| - |
|
| 1,482 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Securities Available for Sale | $ | 105,642 |
| 2,086 |
|
| (398) |
|
| 107,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1)Amortized cost includes cumulative $360,000 write-down prior to 2010 for other-than-temporary impairment. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity: |
|
|
|
|
|
|
|
|
|
| ||
| U.S. government sponsored enterprise obligations | $ | 7 |
| 2 |
|
| - |
|
| 9 | |
| State and municipal obligations |
| 164,629 |
| 4,520 |
|
| (182) |
|
| 168,967 | |
| Corporate obligations |
| 828 |
| 305 |
|
| - |
|
| 1,133 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Securities Held to Maturity | $ | 165,464 |
| 4,827 |
|
| (182) |
|
| 170,109 |
6
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(2) Securities (continued)
The amortized cost and fair value of debt securities by years to maturity as of March 31, 2012, follow (in thousands). Maturities of amortizing securities are classified in accordance with their contractual repayment schedules. Expected maturities will differ from contracted maturities since issuers may have the right to call or prepay obligations without penalties.
|
| Available for Sale |
|
| Held to Maturity |
| ||||||
|
| Amortized |
|
|
|
|
| Amortized |
|
|
|
|
|
| Cost (1) |
|
| Fair Value |
|
| Cost |
|
| Fair Value |
|
Years |
|
|
|
|
|
|
|
|
|
|
|
|
Under 1 | $ | 16,011 |
|
| 16,165 |
|
| 28,646 |
|
| 28,895 |
|
1 to 5 |
| 35,050 |
|
| 36,529 |
|
| 118,385 |
|
| 122,171 |
|
5 to 10 |
| 48,177 |
|
| 48,268 |
|
| 17,588 |
|
| 17,890 |
|
10 and over |
| 5,112 |
|
| 4,886 |
|
| 845 |
|
| 1,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | $ | 104,350 |
|
| 105,848 |
|
| 165,464 |
|
| 170,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Amortized cost includes a cumulative $360,000 write-down prior to 2010 for other-than-temporary impairment. |
|
The following table presents the fair value of securities with gross unrealized losses at March 31, 2012, aggregated by category and length of time that individual securities have been in a continuous loss position (in thousands).
|
| Less than 12 months |
|
| Over 12 months |
|
| Total | |||||||||||
|
|
|
| Fair |
|
| Unrealized |
|
| Fair |
|
| Unrealized |
|
| Fair |
|
| Unrealized |
Securities Available for Sale: |
| Value |
|
| Losses |
|
| Value |
|
| Losses |
|
| Value |
|
| Losses | ||
| U.S. government sponsored enterprise obligations | $ | 21,965 |
|
| 113 |
|
| - |
|
| - |
|
| 21,965 |
|
| 113 | |
| State and municipal obligations |
| 309 |
|
| 2 |
|
| 1,268 |
|
| 14 |
|
| 1,577 |
|
| 16 | |
| Corporate obligations |
| - |
|
| - |
|
| 1,056 |
|
| 269 |
|
| 1,056 |
|
| 269 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total temporarily impaired securities | $ | 22,274 |
|
| 115 |
|
| 2,324 |
|
| 283 |
|
| 24,598 |
|
| 398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| State and municipal obligations | $ | 15,819 |
|
| 121 |
|
| 4,572 |
|
| 61 |
|
| 20,391 |
|
| 182 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total temporarily impaired securities | $ | 15,819 |
|
| 121 |
|
| 4,572 |
|
| 61 |
|
| 20,391 |
|
| 182 |
Substantially all of the unrealized losses on the Company's securities were caused by market interest rate changes from those in effect when the specific securities were purchased by the Company. The contractual terms of these securities do not permit the issuer to settle the securities at a price less than par value. Except for certain corporate obligations, all securities rated by an independent rating agency carry an investment grade rating. Because the Company does not intend to sell the securities and it believes it is not likely to be required to sell the securities before recovery of their amortized cost basis, which may be, and is likely to be, maturity, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2012, except as discussed below.
In the available-for-sale portfolio, the Company holds approximately $0.8 million of bank trust-preferred securities with an adjusted cost basis of $1.1 million. These securities are backed by debt obligations of banks, with approximately $0.7 million of the securities backed by two of the largest U.S. banks and $0.1 million backed by a pool of banks debt in the form of a collateralized debt obligation (CDO). As a result of market upheaval, a lack of regular trading market in these securities, and bank failures, the fair value of these securities had fallen sharply in 2008 and continued to fall in the first half of 2009. The Company recognized cumulative other-than-temporary-impairment (OTTI) amounting to $0.9 million on one CDO over several years. Management sold a portion of this security in 2011 and intends to sell the remainder in whole or in part over time. If the financial condition of the underlying banks deteriorates, further write-downs could occur before a sale, which would be reflected in the statement of operations. The maximum potential write-down would be its current carrying value of less than $0.1 million.
7
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(2) Securities (continued)
Amortized cost and fair value of available-for-sale and held-to-maturity securities at December 31, 2011 are summarized as follows:
|
|
|
| December 31, 2011 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Unrealized |
|
|
| |||
|
|
|
| Amortized |
|
|
|
|
|
|
| Fair | |
|
|
|
| Cost |
|
| Gains |
|
| Losses |
|
| Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Available for Sale: |
|
|
|
|
|
|
|
|
|
|
| ||
| U.S. Treasury | $ | 502 |
|
| - |
|
| - |
|
| 502 | |
| U.S. government sponsored enterprise obligations |
| 55,766 |
|
| 377 |
|
| (18) |
|
| 56,125 | |
| State and municipal obligations |
| 53,531 |
|
| 1,917 |
|
| (23) |
|
| 55,425 | |
| Corporate obligations |
| 1,093 |
|
| 2 |
|
| (296) |
|
| 799 | |
| Equity securities |
| 1,295 |
|
| 112 |
|
| - |
|
| 1,407 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total securities Available for Sale | $ | 112,187 |
|
| 2,408 |
|
| (337) |
|
| 114,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1)Amortized cost includes cumulative write-downs of $360,000 prior to 2010 for other-than-temporary impairment. |
Securities Held to Maturity: |
|
|
|
|
|
|
|
|
|
|
| ||
| U.S. government sponsored enterprise obligations | $ | 1,007 |
|
| 1 |
|
| - |
|
| 1,008 | |
| State and municipal obligations |
| 165,348 |
|
| 5,113 |
|
| (135) |
|
| 170,326 | |
| Corporate obligations |
| 870 |
|
| 313 |
|
| - |
|
| 1,183 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Securities Held to Maturity | $ | 167,225 |
|
| 5,427 |
|
| (135) |
|
| 172,517 |
The following table presents the fair value of securities with gross unrealized losses at December 31, 2011, aggregated by category and length of time that individual securities have been in a continuous loss position (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Less than 12 months |
|
| Over 12 months |
|
| Total | |||||||||
|
|
| Fair |
|
| Unrealized |
|
| Fair |
|
| Unrealized |
|
| Fair |
|
| Unrealized | |
Securities Available for Sale: |
| Value |
|
| Losses |
|
| Value |
|
| Losses |
|
| Value |
|
| Losses | ||
| U.S. government sponsored enterprise obligations | $ | 7,610 |
|
| 18 |
|
| - |
|
| - |
|
| 7,610 |
|
| 18 | |
| State and municipal obligations |
| 355 |
|
| 3 |
|
| 996 |
|
| 20 |
|
| 1,351 |
|
| 23 | |
| Corporate obligations |
| - |
|
| - |
|
| 759 |
|
| 296 |
|
| 759 |
|
| 296 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total temporarily impaired securities | $ | 7,965 |
|
| 21 |
|
| 1,755 |
|
| 316 |
|
| 9,720 |
|
| 337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| State and municipal obligations | $ | 7,886 |
|
| 80 |
|
| 4,647 |
|
| 55 |
|
| 12,533 |
|
| 135 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total temporarily impaired securities | $ | 7,886 |
|
| 80 |
|
| 4,647 |
|
| 55 |
|
| 12,533 |
|
| 135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) Loans and Allowance for Loan Losses
Loans, other than loans designated as held for sale, are stated at the principal amount outstanding net of deferred origination costs. Interest and deferred fees and costs on loans are credited to income based on the effective interest method. Loans held for sale are carried at the lower of cost or fair value.
8
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The accrual of interest on commercial and real estate loans is generally discontinued, and previously accrued interest is reversed, when the loans become 90 days delinquent or when, in managements judgment, the collection of principal and interest is uncertain. Loans are returned to accrual status when the doubt no longer exists about the loan's collectability and the borrower has demonstrated a sustained period of timely payment history. Specifically, the borrower will have resumed paying the full amount of scheduled interest and principal payments; all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within a reasonable period (six months); and there is a sustained period of repayment performance (generally a minimum of six months) by the borrower, in accordance with the contractual terms involving payments of cash or cash equivalents. Interest on consumer loans is accrued until the loan becomes 120 days past due at which time principal and interest are generally charged off.
Management, considering current information and events regarding the borrowers ability to repay their obligations, considers a loan to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is considered to be impaired, and sufficient information exists to make a reasonable estimate of the inherent loss, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the loans effective interest rate, or as a practical expedient, at the loans observable fair value or the fair value of underlying collateral if the loan is collateral-dependent. In the absence of sufficient, current data to make a detailed assessment of collateral values or cash flows, management measures impairment on a pool basis using historical loss factors equivalent to similarly impaired loans. Impairment reserves are included in the allowance for loan losses through a charge to the provision for loan losses. Cash receipts on impaired loans are generally applied to reduce the principal balance outstanding. In considering loans for evaluation of specific impairment, management generally excludes smaller balance, homogeneous loans: residential mortgage loans, home equity loans, and all consumer loans, unless such loans were restructured in a troubled debt restructuring. These loans are collectively evaluated for risk of loss on a pool basis.
Loans
The Company's market area is generally Ontario County and Monroe County of New York State. Substantially all loans are made in its market area. Accordingly, the ultimate collectability of a substantial portion of the Company's loan portfolio is susceptible to changes in the economic conditions in this area. The Company's concentrations of credit risk are as disclosed in the following table of loan classifications. The concentrations of credit risk in related loan commitments and letters of credit parallel the loan classifications reflected. Other than general economic risks, management is not aware of any material concentrations of credit risk to any industry or individual borrower.
The major classifications of loans at March 31, 2012 and December 31, 2011, follow (in thousands), along with a description of their underwriting and risk characteristics:
|
|
| 2012 |
| 2011 |
|
|
|
|
|
|
Commercial and industrial | $ | 198,118 |
| 198,744 | |
Mortgages: |
|
|
|
| |
| Commercial |
| 493,457 |
| 467,413 |
| Residential - first lien |
| 262,770 |
| 256,173 |
| Residential - second lien |
| 100,368 |
| 101,877 |
Consumer: |
|
|
|
| |
| Automobile - indirect |
| 261,619 |
| 227,541 |
| Other |
| 24,087 |
| 25,583 |
Loans held for sale |
| 11,636 |
| 7,556 | |
|
|
|
|
|
|
| Total loans |
| 1,352,055 |
| 1,284,887 |
Plus - Net deferred loan costs |
| 9,054 |
| 7,634 | |
Less - Allowance for loan losses |
| (16,841) |
| (16,095) | |
|
|
|
|
|
|
| Loans - net | $ | 1,344,268 |
| 1,276,426 |
Commercial and Industrial Loans: These loans generally include term loans and lines of credit. Such loans are made available to businesses for working capital (including inventory and receivables), business expansion (including acquisition of real estate, expansion and improvements) and equipment purchases. As a general practice, a collateral lien is placed on equipment or other assets owned by the borrower. These loans carry a higher risk than commercial real estate loans by the nature of the underlying collateral, which can be business assets such as equipment and accounts receivable. To reduce the risk, management also attempts to secure secondary collateral, such as real estate, and obtain personal guarantees of the borrowers. To further reduce risk and enhance liquidity, these loans generally carry variable rates of interest, repricing in three- to five-year periods, and have a maturity of five years or less. Lines of credit generally have terms of one year or less and carry floating rates of interest (e.g., prime plus a margin).
9
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Commercial Mortgages: Commercial real estate loans are made to finance the purchases of real property which generally consists of real estate with completed structures. These commercial real estate loans are secured by first liens on the real estate, which may include apartments, commercial structures housing businesses, healthcare facilities, and other non-owner occupied facilities. These loans are considered by the Company to be less risky than commercial and industrial loans, since they are secured by real estate and buildings. The loans typically have adjustable interest rates, repricing in three- to five-year periods, and require principal payments over a 10- to 25-year period. Many of these loans include call provisions within 10 to 15 years of their origination. The Companys underwriting analysis includes credit verification, independent appraisals, a review of the borrower's financial condition, and the underlying cash flows. These loans are typically originated in amounts of no more than 80% of the appraised value of the property serving as collateral.
Residential First-Lien Mortgages: We originate adjustable-rate and fixed-rate, one-to-four-family residential real estate loans for the construction, purchase or refinancing of a mortgage. These loans are collateralized by owner-occupied properties located in the Companys market area. They are amortized over five to 30 years. Substantially all residential loans secured by first mortgage liens are originated by CNB Mortgage and sold to either the Bank or third-party investors. Generally, fixed-rate mortgage loans with a maturity or call date of ten years or less and a rate of 5% or more are retained in the Companys portfolio. For longer term, fixed-rate residential mortgages without escrow, the Company generally retains the servicing, but sells the right to receive principal and interest to Federal Home Loan Mortgage Company, also known as Freddie Mac. All loans not retained in the portfolio or sold to Freddie Mac are sold to unrelated third parties with servicing released. This practice allows the Company to manage interest rate risk, liquidity risk, and credit risk. From time to time, the Company may also purchase residential mortgage loans which are originated and serviced by third parties. In an effort to manage risk of loss and strengthen secondary market liquidity opportunities, management typically uses secondary market underwriting, appraisal, and servicing guidelines. Loans on one-to-four-family residential real estate are mostly originated in amounts of no more than 85% of appraised value or have private mortgage insurance. Mortgage title insurance and hazard insurance are normally required. Construction loans have a unique risk, because they are secured by an incomplete dwelling. This risk is reduced through periodic site inspections, including at each loan draw period.
Residential Second-Lien Mortgages: The Company originates home equity lines of credit and second mortgage loans (loans secured by a second [junior] lien position on one-to-four-family residential real estate). These loans carry a higher risk than first mortgage residential loans as they are in a second position relating to collateral. Risk is reduced through underwriting criteria, which include credit verification, appraisals, a review of the borrower's financial condition, and personal cash flows. A security interest, with title insurance when necessary, is taken in the underlying real estate.
Consumer Loans: The Company funds a variety of consumer loans, including direct and indirect automobile loans, recreational vehicle loans, boat loans, aircraft loans, home improvement loans, and personal loans (collateralized and uncollateralized). Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from one to ten years, based upon the nature of the collateral and the size of the loan. The majority of consumer loans are underwritten on a secured basis using the underlying collateral being financed or a customer's deposit account. A small amount of loans are unsecured, which carry a higher risk of loss.
Loans Held for Sale: These are the Residential First-Lien Mortgages, discussed above, which are sold to Freddie Mac and other third parties. These loans are carried at their lower of cost or fair value, calculated on a loan-by-loan basis.
Allowance for Loan Losses
The allowance for loan losses is a valuation reserve for probable and inherent losses in the loan portfolio. Credit losses arise primarily from the loan portfolio, but may also be derived from other credit-related sources, when drawn upon, such as commitments, guarantees, and standby letters of credit. Additions are made to the allowance through periodic provisions, which are charged to expense. All losses of principal are charged to the allowance when incurred or when a determination is made that a loss is expected. Subsequent recoveries, if any, are credited to the allowance.
The Company has established a process to assess the adequacy of the allowance for loan losses and to identify the risks in the loan portfolio. This process consists of the identification of specific and pool-based reserves for impaired commercial loans and residential mortgages, and the calculation of general reserves, which is a formula-driven allocation.
The calculation of the general reserve involves several steps. A historical loss factor is applied to each loan by loan type and loan classification. The historical loss factors are calculated using a loan-by-loan, trailing eight-quarter net loss migration analysis for commercial loans. For all other loans, a portfolio-wide, trailing eight-quarter net loss migration analysis is used. Adjustments are then made to the historical loss factors based on current-period quantitative objective elements (delinquency, non-performing assets, classified/criticized loan trends, charge-offs, concentrations of credit, recoveries, etc.) and subjective elements (economic conditions, portfolio growth rate, portfolio management, credit policy, and others). This methodology is applied to the commercial, residential mortgage, and consumer portfolios, and their related off-balance sheet exposures. Any allowance for off-balance sheet exposures is recorded in Other Liabilities.
While management uses available information to recognize losses on loans, future additions to the allowance may be necessary. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Companys allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.
10
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
A summary of the changes in the allowance for loan losses follows (in thousands). Notwithstanding the estimated allocations set forth in any table, the entirety of the allowance is available to absorb losses in any portfolio:
|
| For the Three-Month Periods | |||
|
| Ended March 31, | |||
|
|
|
|
|
|
|
| 2012 |
|
| 2011 |
|
|
|
|
|
|
Balance at the beginning of period | $ | 16,095 |
|
| 15,635 |
Loans charged off |
| (710) |
|
| (705) |
Recoveries of loans charged off |
| 306 |
|
| 230 |
Provision charged to operations |
| 1,150 |
|
| 750 |
|
|
|
|
|
|
Balance at end of period | $ | 16,841 |
|
| 15,910 |
The following tables present an analysis of the allowance for loan losses by loan type, including a summary of the loan types individually and collectively evaluated for impairment as of March 31, 2012 and 2011 (in thousands):
|
|
|
|
|
| Residential |
| Residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| mortgage - |
| mortgage - |
|
|
|
|
| Loans |
|
|
|
|
|
| Commercial |
| Commercial |
| first |
| second |
| Consumer - |
| Consumer - |
| held for |
|
|
|
|
|
| and industrial |
| mortgage |
| position |
| position |
| indirect |
| other |
| sale |
| Unallocated |
| Total |
Beginning Balance | $ | 6,393 |
| 994 |
| 1,786 |
| 521 |
| 4,839 |
| 916 |
| - |
| 646 |
| 16,095 |
Charge-offs |
| (191) |
| - |
| (75) |
| (3) |
| (283) |
| (158) |
| - |
| - |
| (710) |
Recoveries |
| 38 |
| 2 |
| 6 |
| 2 |
| 175 |
| 83 |
| - |
| - |
| 306 |
Provision |
| (1,362) |
| 286 |
| 190 |
| 14 |
| 1,130 |
| 381 |
| - |
| 511 |
| 1,150 |
Ending Balance | $ | 4,878 |
| 1,282 |
| 1,907 |
| 534 |
| 5,861 |
| 1,222 |
| - |
| 1,157 |
| 16,841 |
of which: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount for loans individually |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluated for impairment | $ | 1,079 |
| 443 |
| - |
| - |
| - |
| - |
| - |
| - |
| 1,522 |
Amount for loans collectively |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluated for impairment | $ | 3,799 |
| 839 |
| 1,907 |
| 534 |
| 5,861 |
| 1,222 |
| - |
| 1,157 |
| 15,319 |
Balance of loans individually |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluated for impairment | $ | 3,668 |
| 11,545 |
| - |
| 29 |
| - |
| - |
| - |
| - |
| 15,242 |
Balance of loans collectively |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluated for impairment | $ | 194,450 |
| 481,912 |
| 262,770 |
| 100,339 |
| 261,619 |
| 24,087 |
| 11,636 |
| 9,054 |
| 1,345,867 |
|
|
|
|
|
| Residential |
| Residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| mortgage - |
| mortgage - |
|
|
|
|
| Loans |
|
|
|
|
|
| Commercial |
| Commercial |
| first |
| second |
| Consumer - |
| Consumer - |
| held for |
|
|
|
|
|
| and industrial |
| mortgage |
| position |
| position |
| indirect |
| other |
| sale |
| Unallocated |
| Total |
Beginning Balance | $ | 6,364 |
| 1,371 |
| 1,304 |
| 563 |
| 4,196 |
| 1,155 |
| - |
| 682 |
| 15,635 |
Charge-offs |
| (155) |
| - |
| - |
| - |
| (402) |
| (148) |
| - |
| - |
| (705) |
Recoveries |
| 15 |
| - |
| - |
| 1 |
| 141 |
| 73 |
| - |
| - |
| 230 |
Provision |
| (348) |
| 300 |
| 362 |
| 23 |
| 206 |
| (269) |
| - |
| 476 |
| 750 |
Ending Balance | $ | 5,876 |
| 1,671 |
| 1,666 |
| 587 |
| 4,141 |
| 811 |
| - |
| 1,158 |
| 15,910 |
of which: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount for loans individually |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluated for impairment | $ | 705 |
| 80 |
| 101 |
| 47 |
| - |
| - |
| - |
| - |
| 933 |
Amount for loans collectively |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluated for impairment | $ | 5,171 |
| 1,591 |
| 1,565 |
| 540 |
| 4,141 |
| 811 |
| - |
| 1,158 |
| 14,977 |
Balance of loans individually |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluated for impairment | $ | 1,508 |
| 1,449 |
| 669 |
| 54 |
| - |
| - |
| - |
| - |
| 3,680 |
Balance of loans collectively |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
evaluated for impairment | $ | 197,067 |
| 431,604 |
| 234,606 |
| 93,904 |
| 173,412 |
| 27,170 |
| 4,247 |
| 5,540 |
| 1,167,550 |
The balance in the allowance for loan losses increased to $16.8 million at March 31, 2012 compared to $16.1 million December 31, 2011, and from $15.9 million at March 31, 2011. In determining the level of allowance necessary, we considered a number of factors. The most significant factor in the first quarter of 2012 was growth in the portfolio, which amounted to an annualized rate of 21% for the three-month period from December 31, 2011, and 16% for the twelve-month period from March 31, 2011. However, the balance in the allowance did not increase by these percentages due to specific portfolio factors, which include, (a) a reduction in the loss factor applied to Substandard-rated Commercial and Industrial Loans, (b) an increase in reserves for impaired loans, (c) a decline in
11
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
annualized net charge-offs, and (d) a decline in the ratio of non-performing loans to total loans. Economic conditions were also considered in our determination of the allowance. Given improvements we have seen in the economy, we have reduced our economic qualitative factors.
More specifically, since December 31, 2011, we have reduced the allocated allowance to Commercial and Industrial loans as discussed above. Increases in allocations for the other major loan categories occurred principally due to loan portfolio growth, while the unallocated portion has increased principally due to a combination of factors related to changes in the portfolio and related quantitative and qualitative factors.
In monitoring the credit quality of the portfolio, management applies a credit quality indicator to substantially all commercial loans. These quality indicators, as more fully described in the 2011 Annual Report, range from one through eight in increasing risk of loss. These ratings are used as inputs to the calculation of the allowance for loan losses. Loans rated 1 through 4 are generally allocated a lesser percentage allocation in the allowance for loan losses than loans rated from 5 through 8. Residential Mortgage Loans are generally rated 9, unless they are used to partially collateralize commercial loans, in which case they carry the rating of the respective commercial loan relationship, or if management wishes to recognize a well defined weakness or loss potential to more accurately reflect credit risk. Unrated loans are allocated a percentage of the allowance for loan losses on a pooled-basis.
The following tables present the loan portfolio as of March 31, 2012 and December 31, 2011 by credit quality indicator (in thousands). Except for loans in the 9 and unrated categories, credit quality indicators are reassessed for each applicable loan at least annually, generally upon the anniversary of the loans origination or receipt and analysis of the borrowers financial statements, when applicable, or in the event that information becomes available that would cause us to re-evaluate.
Loans in category 9 and unrated are evaluated for credit quality after origination based upon delinquency status. (See Aging Analysis table).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Quality Indicator Analysis as of March 31, 2012 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Residential |
| Residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| mortgage - |
| mortgage - |
|
|
|
|
| Loans |
| Deferred |
|
|
|
| Commercial |
| Commercial |
| first |
| second |
| Consumer - |
| Consumer - |
| held for |
| Fees and |
|
|
|
| and industrial |
| mortgage |
| position |
| position |
| indirect |
| other |
| sale |
| Costs |
| Total |
1-Superior | $ | 10,377 |
| - |
| - |
| - |
| - |
| 816 |
| - |
| - |
| 11,193 |
2-Good |
| 8,268 |
| 26,459 |
| 1,656 |
| 3,172 |
| - |
| 1,084 |
| - |
| - |
| 40,639 |
3-Satisfactory |
| 69,249 |
| 195,085 |
| 1,280 |
| 564 |
| - |
| - |
| - |
| - |
| 266,178 |
4-Watch |
| 43,078 |
| 209,335 |
| 4,834 |
| 106 |
| - |
| - |
| - |
| - |
| 257,353 |
5-Special Mention |
| 12,041 |
| 6,289 |
| 1,009 |
| - |
| - |
| - |
| - |
| - |
| 19,339 |
6-Substandard |
| 22,395 |
| 31,573 |
| 4,263 |
| 225 |
| - |
| - |
| - |
| - |
| 58,456 |
7-Doubtful |
| - |
| - |
| 7 |
| - |
| - |
| - |
| - |
| - |
| 7 |
Subtotal | $ | 165,408 |
| 468,741 |
| 13,049 |
| 4,067 |
| - |
| 1,900 |
| - |
| - |
| 653,165 |
9 and not rated |
| 32,710 |
| 24,716 |
| 249,721 |
| 96,301 |
| 261,619 |
| 22,187 |
| 11,636 |
| 9,054 |
| 707,944 |
Total | $ | 198,118 |
| 493,457 |
| 262,770 |
| 100,368 |
| 261,619 |
| 24,087 |
| 11,636 |
| 9,054 |
| 1,361,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Quality Indicator Analysis as of December 31, 2011 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Residential |
| Residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| mortgage - |
| mortgage - |
|
|
|
|
| Loans |
| Deferred |
|
|
|
| Commercial |
| Commercial |
| first |
| second |
| Consumer - |
| Consumer - |
| held for |
| Fees and |
|
|
|
| and industrial |
| mortgage |
| position |
| position |
| indirect |
| other |
| sale |
| Costs |
| Total |
1-Superior | $ | 9,814 |
| 105 |
| - |
| - |
| - |
| 913 |
| - |
| - |
| 10,832 |
2-Good |
| 8,826 |
| 26,195 |
| 1,718 |
| 2,560 |
| - |
| - |
| - |
| - |
| 39,299 |
3 Satisfactory |
| 68,246 |
| 177,882 |
| 1,409 |
| 576 |
| - |
| - |
| - |
| - |
| 248,113 |
4 Watch |
| 43,928 |
| 210,901 |
| 6,045 |
| 269 |
| - |
| - |
| - |
| - |
| 261,143 |
5 Special Mention |
| 7,864 |
| 4,645 |
| 1,127 |
| - |
| - |
| - |
| - |
| - |
| 13,636 |
6 Substandard |
| 29,440 |
| 30,018 |
| 4,496 |
| 453 |
| - |
| 100 |
| - |
| - |
| 64,507 |
7 Doubtful |
| - |
| - |
| - |
| 7 |
| - |
| - |
| - |
| - |
| 7 |
8 Loss |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Subtotal | $ | 168,118 |
| 449,746 |
| 14,795 |
| 3,865 |
| - |
| 1,013 |
| - |
| - |
| 637,537 |
9 and not rated |
| 30,626 |
| 17,667 |
| 241,378 |
| 98,012 |
| 227,541 |
| 24,570 |
| 7,556 |
| 7,634 |
| 654,984 |
Total | $ | 198,744 |
| 467,413 |
| 256,173 |
| 101,877 |
| 227,541 |
| 25,583 |
| 7,556 |
| 7,634 |
| 1,292,521 |
12
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
A summary of information regarding nonaccruing loans and other nonperforming assets as of March 31, 2012, December 31, 2011, and March 31, 2011 follows (in thousands):
|
|
| March 31, |
| December 31, |
| March 31, | |||
|
|
|
| 2012 |
|
| 2011 |
|
| 2011 |
|
|
|
|
|
|
|
|
|
|
|
Accruing loans 90 days or more delinquent | $ | 554 |
|
| 969 |
|
| 208 | ||
Nonaccruing loans |
| 19,358 |
|
| 17,307 |
|
| 22,760 | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Total nonperforming loans |
| 19,912 |
|
| 18,276 |
|
| 22,968 |
Other real estate owned |
| 3,562 |
|
| 4,632 |
|
| 3,836 | ||
| (less write-down of other real estate owned) |
| (435) |
|
| (397) |
|
| (551) | |
|
|
|
|
|
|
|
|
|
|
|
|
| Total nonperforming assets | $ | 23,039 |
|
| 22,511 |
|
| 26,253 |
13
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following tables present, as of March 31, 2012 and December 31, 2011, additional details about the loan portfolio in the form of an aging analysis of the loan portfolio. Amounts exclude deferred fees and costs (in thousands).
During the first quarter of 2012, we experienced an increase in past-due commercial mortgages, particularly in non-accrual loan, which was caused by one relationship. Based upon available appraisals, we believe loans underlying the relationship are secured by collateral with values exceeding our carrying value. We are in the process of re-appraising the collateral. Also during the quarter we experienced an increase in past-due residential mortgages. This is a seasonal trend which we historically experience in the first quarter of each year. However, included in the 60-89 category is one loan approximating $1.0 million, which, given the borrowers payment patterns, is likely to become non-accrual in the second quarter. We believe the underlying collateral, based upon appraisals on hand, is adequately secured.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aging Analysis as of March 31, 2012 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 90 Days |
|
|
|
|
|
|
| > 90 Days |
|
|
|
|
| 30-59 Days |
| 60-89 Days |
| Or |
| Total |
|
|
| Total |
| and |
| Non-Accrual |
|
|
| Past Due |
| Past Due |
| Greater |
| Past Due |
| Current |
| Loans |
| Accruing |
| Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Commercial and industrial | $ | 335 |
| 250 |
| 3,841 |
| 4,426 |
| 193,692 |
| 198,118 |
| 88 |
| 3,753 | |
Commercial mortgages |
| 1,497 |
| 1,326 |
| 11,572 |
| 14,395 |
| 479,062 |
| 493,457 |
| - |
| 11,572 | |
Residential - first lien |
| 3,084 |
| 1,415 |
| 4,249 |
| 8,748 |
| 254,022 |
| 262,770 |
| 390 |
| 3,859 | |
Residential - junior lien |
| 341 |
| 90 |
| 174 |
| 605 |
| 99,763 |
| 100,368 |
| - |
| 174 | |
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Automobile - Indirect |
| 1,310 |
| 726 |
| 61 |
| 2,097 |
| 259,522 |
| 261,619 |
| 61 |
| - |
| Other |
| 204 |
| 21 |
| 15 |
| 240 |
| 23,847 |
| 24,087 |
| 15 |
| - |
Loans held-for-sale |
| - |
| - |
| - |
| - |
| 11,636 |
| 11,636 |
| - |
| - | |
|
| $ | 6,771 |
| 3,828 |
| 19,912 |
| 30,511 |
| 1,321,544 |
| 1,352,055 |
| 554 |
| 19,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aging Analysis as of December 31, 2011 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 90 Days |
|
|
|
|
|
|
| > 90 Days |
|
|
|
|
| 30-59 Days |
| 60-89 Days |
| Or |
| Total |
|
|
| Total |
| and |
| Non-Accrual |
|
|
| Past Due |
| Past Due |
| Greater |
| Past Due |
| Current |
| Loans |
| Accruing |
| Loans |
Commercial and industrial | $ | 395 |
| 432 |
| 3,992 |
| 4,819 |
| 193,925 |
| 198,744 |
| 75 |
| 3,917 | |
Commercial mortgages |
| 2,184 |
| - |
| 9,078 |
| 11,262 |
| 456,151 |
| 467,413 |
| - |
| 9,078 | |
Residential - first lien |
| 633 |
| 55 |
| 4,453 |
| 5,141 |
| 251,032 |
| 256,173 |
| 652 |
| 3,801 | |
Residential - junior lien |
| 444 |
| 91 |
| 419 |
| 954 |
| 100,923 |
| 101,877 |
| 8 |
| 411 | |
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Automobile - indirect |
| 1,766 |
| 653 |
| 165 |
| 2,584 |
| 224,957 |
| 227,541 |
| 165 |
| - |
| Other |
| 257 |
| 88 |
| 169 |
| 514 |
| 25,069 |
| 25,583 |
| 69 |
| 100 |
Loans held-for-sale |
| - |
| - |
| - |
| - |
| 7,556 |
| 7,556 |
| - |
| - | |
Total | $ | 5,679 |
| 1,319 |
| 18,276 |
| 25,274 |
| 1,259,613 |
| 1,284,887 |
| 969 |
| 17,307 |
A summary of information regarding impaired loans follows (in thousands):
|
|
|
|
|
|
|
|
|
|
| As of and for |
|
| As of and for |
|
| As of and for |
| the three-month |
|
| the year |
| the three-month | ||
|
| period ended |
|
| ended |
|
| period ended |
|
| March 31, |
|
| December 31, |
|
| March 31, |
|
| 2012 |
|
| 2011 |
|
| 2011 |
|
|
|
|
|
|
|
|
|
Recorded investment at period end | $ | 19,358 |
|
| 17,307 |
|
| 22,760 |
Impaired loans with specific related allowance at period end | $ | 3,929 |
|
| 2,453 |
|
| 3,680 |
Amount of specific related allowance at period end | $ | 1,522 |
|
| 1,138 |
|
| 933 |
Average investment during the period | $ | 19,545 |
|
| 20,394 |
|
| 22,069 |
Interest income recognized on a cash basis during the period | $ | 103 |
|
| 127 |
|
| - |
14
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The details of impaired loans as of March 31, 2012 and December 31, 2011 follow (in thousands)
March 31, 2012
|
|
|
|
|
| Unpaid |
| Specific |
| Average |
| Interest |
|
|
|
| Recorded |
| principal |
| Related |
| Recorded |
| income |
|
|
|
| Investment |
| balance |
| Allowance |
| Investment |
| Recognized |
With no specific allowance |
|
|
|
|
|
|
|
|
|
| ||
| Commercial and industrial | $ | 1,640 |
| 2,151 |
| - |
| 1,811 |
| - | |
| Commercial mortgage |
| 9,756 |
| 11,158 |
| - |
| 9,010 |
| 81 | |
| Residential mortgage - first position |
| 3,859 |
| 4,042 |
| - |
| 4,331 |
| 20 | |
| Residential mortgage - second position |
| 174 |
| 213 |
| - |
| 420 |
| - | |
| Consumer - other |
| - |
| - |
| - |
| 76 |
| 2 | |
|
| Subtotal |
| 15,429 |
| 17,564 |
| - |
| 15,648 |
| 103 |
With specific allowance |
|
|
|
|
|
|
|
|
|
| ||
| Commercial and industrial |
| 2,113 |
| 2,249 |
| 1,079 |
| 2,503 |
| - | |
| Commercial mortgage |
| 1,816 |
| 1,936 |
| 443 |
| 1,394 |
| - | |
|
| Subtotal |
| 3,929 |
| 4,185 |
| 1,522 |
| 3,897 |
| - |
|
| Total | $ | 19,358 |
| 21,749 |
| 1,522 |
| 19,545 |
| 103 |
Summary by portfolio: |
|
|
|
|
|
|
|
|
|
| ||
Commercial | $ | 15,325 |
| 17,494 |
| 1,522 |
| 14,718 |
| 81 | ||
Residential |
| 4,033 |
| 4,255 |
| - |
| 4,751 |
| 20 | ||
Consumer and other |
| - |
| - |
| - |
| 76 |
| 2 | ||
|
| Total | $ | 19,358 |
| 21,749 |
| 1,522 |
| 19,545 |
| 103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unpaid |
| Specific |
| Average |
| Interest |
|
|
|
| Recorded |
| principal |
| Related |
| Recorded |
| income |
With no specific allowance |
| Investment |
| balance |
| Allowance |
| Investment |
| Recognized | ||
| Commercial and industrial | $ | 2,541 |
| 3,048 |
| - |
| 1,401 |
| - | |
| Commercial mortgage |
| 8,001 |
| 9,440 |
| - |
| 6,578 |
| 114 | |
| Residential mortgage - first position |
| 3,801 |
| 3,968 |
| - |
| 3,366 |
| 13 | |
| Residential mortgage - second position |
| 411 |
| 439 |
| - |
| 390 |
| - | |
| Consumer - other |
| 100 |
| 102 |
| - |
| 76 |
| - | |
|
| Subtotal |
| 14,854 |
| 16,997 |
| - |
| 11,811 |
| 127 |
With specific allowance |
|
|
|
|
|
|
|
|
|
| ||
| Commercial and industrial |
| 1,376 |
| 1,454 |
| 895 |
| 3,079 |
| - | |
| Commercial mortgage |
| 1,077 |
| 1,153 |
| 243 |
| 3,988 |
| - | |
| Residential mortgage - first position |
| - |
| - |
| - |
| 1,265 |
| - | |
| Residential mortgage - second position |
| - |
| - |
| - |
| 201 |
| - | |
|
| Subtotal |
| 2,453 |
| 2,607 |
| 1,138 |
| 8,583 |
| - |
|
| Total | $ | 17,307 |
| 19,604 |
| 1,138 |
| 20,394 |
| 127 |
Summary by portfolio: |
|
|
|
|
|
|
|
|
|
| ||
| Commercial | $ | 12,995 |
| 15,095 |
| 1,138 |
| 15,046 |
| 114 | |
| Residential |
| 4,212 |
| 4,407 |
| - |
| 5,222 |
| 13 | |
| Consumer and other |
| 100 |
| 102 |
| - |
| 126 |
| - | |
|
| Total | $ | 17,307 |
| 19,604 |
| 1,138 |
| 20,394 |
| 127 |
15
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Troubled Debt Restructurings
In the process of resolving nonperforming loans, we may choose to restructure the contractual terms of certain loans and attempt to work out alternative payment schedules with the borrower in order to avoid foreclosure of collateral. Any loans that are modified are evaluated to determine if they are "troubled debt restructurings (TDR) and if so, are evaluated for impairment. A TDR is defined as a loan restructure where for legal or economic reasons related to a borrowers financial difficulties, the creditor grants one or more concessions to the borrower that it would not otherwise consider. Terms of loan agreements may be modified to fit the ability of the borrower to repay in respect of its current financial status and restructuring of loans may include the transfer of assets from the borrower to satisfy debt, a modification of loan terms, or a combination of the two. If a satisfactory restructure and payment arrangement cannot be reached, the loan may be referred to legal counsel for foreclosure.
As of March 31, 2012 there were two relationships, one totaling $4.5 million and one totaling $0.3 million that were considered TDRs due to the nature of the concessions granted to the borrower. We have established no impairment reserve for either relationship in light of the value of underlying collateral and managements recovery expectations. The balances of the underlying loans are included in non-performing loans. For the largest one, we renegotiated certain terms of their loans in 2010. The significant term modified was the monthly principal and interest payment amount. We agreed to forbear our rights under default provisions in the loan agreements on the condition that the borrower made monthly payments which were significantly less than those required under the terms of the original loan agreements. The customer was in compliance with the terms of the forbearance agreement which expired in March 2011. We have renewed the forbearance agreement for an additional 24 months with higher monthly payments than under the previous agreement. The borrower has paid as agreed.
(4) Loan Servicing Assets
The Company services first-lien, residential loans for the Federal Home Loan Mortgage Company (FHLMC), also known as Freddie Mac, and certain commercial loans as lead participant. The associated servicing rights (assets) entitle the Company to a future stream of cash flows based on the outstanding principal balance of the loans and contractual servicing fees. Failure to service the loans in accordance with contractual requirements may lead to a termination of the servicing rights and the loss of future servicing fees.
The Company services all loans for FHLMC on a non-recourse basis; therefore, its credit risk is limited to temporary advances of funds to FHLMC, while FHLMC retains all credit risk associated with the loans. Commercial loans are serviced on a non- recourse basis, whereby the Company is subject to credit losses only to the extent of the proportionate share of the loans principal balance owned. The Companys contract to sell loans to FHLMC and to the Federal Housing Administration (FHA) via third-parties contain certain representations and warranties that if not met by the Company would require the repurchase of such loans. The Company has not historically been subject to a material volume of repurchases.
Gross servicing fees earned by the Company for the three-month periods ended March 31, 2012 and 2011, respectively, amounted to $346,000 and $343,000. These fees are included in net mortgage servicing income on the statements of income.
The following table presents the changes in loan servicing assets for the three-month periods ended March 31, 2012 and 2011, respectively, as well as the estimated fair value of the assets at the beginning and end of the period (in thousands).
|
| 2012 |
|
| 2011 | ||||||
|
|
|
|
| Estimated |
|
|
|
|
| Estimated |
|
| Book |
|
| Fair |
|
| Book |
|
| Fair |
|
| Value |
|
| Value |
|
| Value |
|
| Value |
Balance at January 1, | $ | 2,489 |
| $ | 3,244 |
| $ | 2,222 |
| $ | 3,418 |
Originations |
| 254 |
|
|
|
|
| 155 |
|
|
|
Amortization |
| (143) |
|
|
|
|
| (124) |
|
|
|
Balance at March 31, | $ | 2,600 |
| $ | 3,280 |
| $ | 2,253 |
| $ | 3,465 |
(5) Capital Changes
At a special meeting of the Companys shareholders held on September 14, 2011, the Companys shareholders approved (a) a 4-for-1 forward stock split of the Companys common stock (the Stock Split) and (b) a corresponding amendment to the Companys Certificate of Incorporation that would affect the stock split by increasing the Companys total number of authorized shares from 8,000,000 to 20,000,000 shares, increasing the authorized number of shares of common stock from 4,000,000 to 16,000,000 shares, including changing the par value per share from $20.00 to $5.00, and implementing the Stock Split. The amendment to the Companys Certificate of Incorporation effecting the Stock Split was filed with New York State on September 20, 2011. All share data presented in the Companys financial statements and this Form 10-Q has been adjusted retroactively to reflect the Stock Split.
16
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
At the Companys April 2011 Annual Meeting, shareholders authorized a class of 4,000,000 shares of preferred stock, $.01 par value. No shares of preferred stock have been issued.
(6) Dividend
On January 11, 2012, the Board of Directors declared a semi-annual $1.50 per share dividend on common stock to shareholders of record on January 21, 2012. The dividend was paid on February 1, 2012.
(7) Earnings Per Share
Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share includes the maximum dilutive effect of stock issuable upon conversion of stock options. Calculations for the three-month periods ended March 31, 2012 and 2011 follow (dollars in thousands, except per share data):
|
|
|
| Three-months | ||||
|
|
|
| Ended March 31, | ||||
|
|
|
| 2012 |
| 2011 | ||
Basic Earnings Per Share: |
|
|
|
|
| |||
| Net income applicable to common shareholders | $ | 3,529 |
|
| 4,339 | ||
| Weighted average common shares outstanding |
| 1,887,254 |
|
| 1,888,570 | ||
|
|
| Basic earnings per share | $ | 1.87 |
|
| 2.30 |
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share: |
|
|
|
|
| |||
| Net income applicable to common shareholders | $ | 3,529 |
|
| 4,339 | ||
| Weighted average common shares outstanding |
| 1,887,254 |
|
| 1,888,570 | ||
| Effect of assumed exercise of stock options |
| 38,688 |
|
| 34,079 | ||
|
| Total |
| 1,925,942 |
|
| 1,922,649 | |
|
|
| Diluted earnings per share | $ | 1.83 |
|
| 2.26 |
17
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(8) Segment Information
The Company is organized into four reportable segments: the Company and its banking and Florida trust subsidiaries (Bank), CNB Mortgage Company (CNBM), Genesee Valley Trust Company (GVT), and WBI OBS Financial, LLC and its subsidiaries (OBS). These have been segmented due to differences in their distribution channels, the volatility of their earnings, and internal and external financial reporting requirements. The interim period reportable segment information for the three-month periods ended March 31, 2012 and 2011 follows (dollars in thousands). The Company acquired a majority interest in OBS in November 2011; therefore, OBS segment information is only presented for the three-month period ended March 31, 2012.
Three months ended March 31, |
| 2012 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bank |
| CNBM |
| GVT |
| OBS |
| Intersegment |
| Total |
Net interest income | $ | 16,193 |
| 2 |
| 3 |
| - |
| (5) |
| 16,193 | ||
Non-interest income |
| 5,760 |
| 1,284 |
| 885 |
| 591 |
| (338) |
| 8,182 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total revenues |
| 21,953 |
| 1,286 |
| 888 |
| 591 |
| (343) |
| 24,375 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
| 1,150 |
| - |
| - |
| - |
| - |
| 1,150 | ||
Intangible amortization |
| 46 |
| - |
| 157 |
| - |
| - |
| 203 | ||
Other operating expenses |
| 16,148 |
| 741 |
| 761 |
| 470 |
| (179) |
| 17,941 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total expenses |
| 17,344 |
| 741 |
| 918 |
| 470 |
| (179) |
| 19,294 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before tax |
| 4,609 |
| 545 |
| (30) |
| 121 |
| (164) |
| 5,081 |
Income tax |
| 1,510 |
| 215 |
| (7) |
| - |
| (208) |
| 1,510 | ||
| Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
| |
|
| and Canandaigua National Corporation |
| 3,099 |
| 330 |
| (23) |
| 121 |
| 44 |
| 3,571 |
Less: Net income attributable to noncontrolling interests |
| - |
| - |
| - |
| 42 |
| - |
| 42 | ||
| Net income attributable to |
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Canandaigua National Corporation | $ | 3,099 |
| 330 |
| (23) |
| 79 |
| 44 |
| 3,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total identifiable assets | $ | 1,773,882 |
| 10,198 |
| 16,432 |
| 15,874 |
| (17,004) |
| 1,799,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
| 2011 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bank |
| CNBM |
| GVT |
| Intersegment |
| Total |
Net interest income | $ | 14,823 |
| 3 |
| 3 |
| (6) |
| 14,823 | ||
Non-interest income |
| 6,022 |
| 736 |
| 1,037 |
| (603) |
| 7,192 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total revenues |
| 20,845 |
| 739 |
| 1,040 |
| (609) |
| 22,015 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
| 750 |
| - |
| - |
| - |
| 750 | ||
Intangible amortization |
| 50 |
| - |
| 172 |
| - |
| 222 | ||
Other operating expenses |
| 13,956 |
| 571 |
| 744 |
| (172) |
| 15,099 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total expenses |
| 14,756 |
| 571 |
| 916 |
| (172) |
| 16,071 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before tax |
| 6,089 |
| 168 |
| 124 |
| (437) |
| 5,944 |
Income tax |
| 1,605 |
| 64 |
| 45 |
| (109) |
| 1,605 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) | $ | 4,484 |
| 104 |
| 79 |
| (328) |
| 4,339 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total identifiable assets | $ | 1,696,785 |
| 6,603 |
| 16,582 |
| (8,646) |
| 1,711,324 |
(9) Interest Rate Swap Agreements
The Company is exposed to interest rate risk as a result of both the timing of changes in interest rates of assets and liabilities, and the magnitude of those changes. In order to reduce this risk for the Companys $30.9 million floating-rate junior subordinated debenture, the Company entered into an interest rate swap agreement in 2007, which expired on June 15, 2011. This interest rate swap
18
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
agreement modified the repricing characteristics of the debentures from a floating-rate debt (LIBOR +1.40%) to a fixed-rate debt (5.54%). For this swap agreement, amounts receivable or payable were recognized as accrued under the terms of the agreement, and the net differential was recorded as an adjustment to interest expense of the related debentures. The interest rate swap agreement was designated as a cash flow hedge. Therefore, the effective portion of the swaps unrealized gain or loss was recorded as a component of other comprehensive income. The ineffective portion of the unrealized gain or loss, if any, was immediately reported in other operating income. The swap agreement was carried at fair value in Other Liabilities on the Condensed Consolidated Statement of Condition.
In consideration of the expiration of the aforementioned agreement, the Company entered into a forward interest rate swap agreement on July 1, 2010. This swap became effective on June 15, 2011 and expires on June 15, 2021. This interest rate swap agreement modifies the repricing characteristics of the Companys $30.9 million floating-rate junior subordinated debenture from a floating-rate debt (LIBOR +1.40%) to a fixed-rate debt (4.81%). The accounting for this is the same as the expired swap agreement.
In December 2012, the Company will be exposed to interest rate risk as a result of the timing of changes in interest rates associated with the $20.6 million fixed-to-floating junior subordinated debentures issued in June 2006. In consideration of the end of the fixed-rate period, the Company entered into a forward interest rate swap agreement on December 22, 2011. The Company designated the swap as a cash flow hedge, and it is intended to protect against the variability of cash flows associated with this debenture. This swap becomes effective on December 15, 2012 and expires on December 15, 2022. This interest rate swap agreement will modify the repricing characteristics of the debenture from a floating-rate debt (LIBOR +1.44%) to a fixed-rate debt (3.859%).
(10) Fair Values of Financial Instruments
Current accounting pronouncements require disclosure of the estimated fair value of financial instruments. Fair value is generally defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly, non-distressed sale between market participants at the measurement date. With the exception of certain marketable securities and one-to-four-family residential mortgage loans originated for sale, the Companys financial instruments are not readily marketable and market prices do not exist. The Company, in attempting to comply with accounting disclosure pronouncements, has not attempted to market its financial instruments to potential buyers, if any exist. Since negotiated prices in illiquid markets depend upon the then present motivations of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market interest rates can dramatically impact the value of financial instruments in a short period of time. Finally, the Company expects to retain substantially all assets and liabilities measured at fair value to their maturity or call date. Accordingly, the fair values disclosed herein are unlikely to represent the instruments liquidation values, and do not, with the exception of securities, consider exit costs, since they cannot be reasonably estimated by management.
Accounting principles establish a three-level valuation hierarchy for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows.
·
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
·
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
·
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
19
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The estimated fair values and the valuation hierarchy of the Company's financial instruments are as follows (in thousands):
|
|
|
|
|
|
| March 31, 2012 |
|
| December 31, 2011 | ||||||
|
|
|
| Fair Value |
| Carrying |
| Fair |
| Carrying |
| Fair | ||||
Financial Assets: | Hierarchy |
|
| Amount |
|
| Value |
|
| Amount |
|
| Value | |||
| Cash and equivalents | 1 |
| $ | 105,573 |
|
| 105,573 |
|
| 126,740 |
|
| 126,740 | ||
| Securities, available-for-sale | 1, 2, 3 |
| $ | 107,330 |
|
| 107,330 |
|
| 114,258 |
|
| 114,258 | ||
| Securities, held-to-maturity | 2 |
| $ | 165,464 |
|
| 170,109 |
|
| 167,225 |
|
| 172,517 | ||
| FHLB stock and Federal Reserve Bank stock | 3 |
| $ | 2,656 |
|
| 2,656 |
|
| 2,656 |
|
| 2,656 | ||
| Loans-net | 3 |
| $ | 1,344,268 |
|
| 1,408,255 |
|
| 1,276,426 |
|
| 1,308,531 | ||
| Loan servicing assets | 3 |
| $ | 2,600 |
|
| 3,280 |
|
| 2,489 |
|
| 3,244 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
| Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
| Demand, savings and |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| money market accounts | 3 |
| $ | 1,188,421 |
|
| 1,188,421 |
|
| 1,148,406 |
|
| 1,148,406 |
|
| Time deposits | 3 |
| $ | 395,104 |
|
| 385,858 |
|
| 398,204 |
|
| 393,583 | |
| Borrowings | 2 |
| $ | - |
|
| - |
|
| - |
|
| - | ||
| Junior subordinated debentures | 2 |
| $ | 51,547 |
|
| 52,299 |
|
| 51,547 |
|
| 52,185 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
| Interest rate swap agreements | 2 |
| $ | (3,313) |
|
| (3,313) |
|
| (4,415) |
|
| (4,415) | ||
| Letters of credit | 2 |
| $ | (217) |
|
| (217) |
|
| (233) |
|
| (233) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and Equivalents
For these short-term instruments that generally mature in 90 days or less, or carry a market rate of interest, the carrying value approximates fair value.
Securities
Fair values for securities are determined using independent pricing services and market-participating brokers, or matrix models using observable inputs. The pricing service and brokers use a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to their pricing models include recent trades, benchmark interest rates, spreads, and actual and projected cash flows. Management obtains a single market quote or price estimate for each security. None of the quotes or estimates is considered a binding quote, as management would only request a binding quote if management had the positive intent to sell the securities in the foreseeable future and management believed the price quoted represented one from a market participant with the intent and the ability to purchase. Management evaluates the supplied price quotes against expectations of general price trends associated with changes in the yield curve and by comparing prices to the last periods price quote. Management employs an internal matrix model for non-traded municipal securities. The matrix model considers observable inputs, such as benchmark interest rates and spreads.
Certain securities fair values are determined using unobservable inputs and include bank-debt-based CDOs. There is a very limited market and limited demand for these CDOs due to imbalances in marketplace liquidity and the uncertainty in evaluating the credit risk in these securities. In determining fair value for these securities, management considered various inputs. Management considered fair values from brokerage firms which were determined using assumptions as to expected cash flows and approximate risk-adjusted discount rates.
There is no market for stock issued by the Federal Home Loan Bank and the Federal Reserve Bank. Member banks are required to hold this stock. Shares can only be sold to the issuer at par. Fair value is estimated to equal book value.
Loans
20
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by interest type such as floating, adjustable, and fixed-rate, and by portfolios such as commercial, mortgage, and consumer.
The fair value of performing loans is calculated by discounting scheduled cash flows through the loans' estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan category. The estimate of maturity is based on the average maturity for each loan classification.
Delinquent loans (not in foreclosure) are valued using the method noted above, and also consider the fair value of collateral for collateral-dependent loans. While credit risk is a component of the discount rate used to value loans, delinquent loans are presumed to possess additional risk. Therefore, the calculated fair value of loans is reduced by the allowance for loan losses.
The fair value of loans held for sale is estimated based on outstanding investor commitments or in the absence of such commitments, is based on current yield requirements or quoted market prices.
Loan Servicing Assets
Fair value is determined through estimates provided by a third party. To estimate the fair value, the third party considers market prices for similar assets and the present value of expected future cash flows associated with the servicing assets calculated using assumptions that market participants would use in estimating future servicing income and expense. Such assumptions include estimates of the cost of servicing loans, loan default rates, an appropriate discount rate, and prepayment speeds. The key economic assumptions used to determine the fair value of mortgage servicing rights at March 31, 2012 and 2011, and the sensitivity of such values to changes in those assumptions are summarized in the 2011 Annual Report and are substantially unchanged.
Deposits
The fair value of demand deposits, savings accounts, and money market accounts is the amount payable on demand at the reporting date. The fair value of fixed maturity time deposits is estimated using a discounted cash flow approach that applies current market rates to a schedule of aggregated expected maturities of time deposits.
Junior Subordinated Debentures
There is no trading market for the Companys debentures. Therefore the fair value of junior subordinated debentures is determined using an expected present value technique. The fair value of the adjustable-rate debentures approximates their face amount, while the fair value of fixed-rate debentures is calculated by discounting scheduled cash flows through the debentures estimated maturity using current market rates.
Interest Rate Swap Agreements (Swaps)
The fair value of swaps is the amount the Company would expect to pay to terminate the agreements and is based upon the present value of expected future cash flows using the LIBOR swap curve, the basis for the underlying interest rates.
Other Financial Instruments
The fair values of letters of credit and unused lines of credit approximate the fee charged to make the commitments.
21
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(11) Fair Values Measurements
The following table presents for each of the fair-value hierarchy levels the Companys assets and liabilities that are measured at fair value on a recurring and non-recurring basis at March 31, 2012, by caption on the Condensed Consolidated Balance Sheet (dollars in thousands).
|
|
|
|
|
|
|
|
| Internal models |
|
| Internal models |
|
|
|
|
|
|
|
|
| Quoted market |
|
| with significant |
|
| with significant |
|
| Total carrying |
|
|
|
|
|
| prices in active |
|
| observable market |
|
| unobservable market |
|
| value in the |
|
|
|
|
|
| markets |
|
| parameters |
|
| parameters |
|
| Consolidated |
|
|
|
|
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
|
| Balance Sheet |
Measured on a recurring basis: |
|
|
|
|
|
|
|
|
|
|
| ||||
| Assets |
|
|
|
|
|
|
|
|
|
|
| |||
|
| Securities available-for-sale: |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
| U.S. Treasury | $ | 502 |
|
| - |
|
| - |
|
| 502 | |
|
|
| U.S. government sponsored |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| enterprise obligations |
| - |
|
| 51,303 |
|
| - |
|
| 51,303 |
|
|
| State and municipal obligation |
| - |
|
| 53,216 |
|
| - |
|
| 53,216 | |
|
|
| All other |
| - |
|
| 2,212 |
|
| 97 |
|
| 2,309 | |
|
|
|
| Total assets | $ | 502 |
|
| 106,731 |
|
| 97 |
|
| 107,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
| |||
|
| Interest rate swap agreement | $ | - |
|
| 3,313 |
|
| - |
|
| 3,313 | ||
|
| Letters of credit |
| - |
|
| 217 |
|
| - |
|
| 217 | ||
|
|
|
| Total liabilities | $ | - |
|
| 3,530 |
|
| - |
|
| 3,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measured on a non-recurring basis: |
|
|
|
|
|
|
|
|
|
|
| ||||
| Assets |
|
|
|
|
|
|
|
|
|
|
| |||
|
| Loans |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
| Loans-held-for-sale | $ | - |
|
| 11,636 |
|
| - |
|
| 11,636 | |
|
|
| Collateral dependent impaired loans |
| - |
|
| - |
|
| 3,929 |
|
| 3,929 | |
|
|
| Other real estate owned |
| - |
|
| - |
|
| 3,127 |
|
| 3,127 | |
|
|
| Loan servicing assets |
| - |
|
| - |
|
| 2,600 |
|
| 2,600 | |
|
|
|
| Total assets | $ | - |
|
| 11,636 |
|
| 9,656 |
|
| 21,292 |
The Company values impaired loans and other real estate owned at the time the loan is identified as impaired or when title to the property passes to the Company. The fair values of such loans and real estate owned are estimated using Level 3 inputs in the fair value hierarchy. Each loans collateral and real estate property has a unique appraisal and managements consideration of any discount of the value is based on factors unique to each impaired loan and real estate property. The significant unobservable input in determining the fair value is managements subjective discount on appraisals of the collateral securing the loan or real estate property, which ranges from 10%-50%. Collateral for impaired loans may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on appraisals by qualified licensed appraisers hired by the Company. Appraised and reported values may be discounted based on managements historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or managements expertise and knowledge of the client and the clients business.
As more fully described in the prior note, the Company evaluates and values loan servicing assets on a quarterly basis at their lower of amortized cost or fair value. The fair values of these assets are estimated using Level 3 inputs in the fair value hierarchy. Fair value is determined through estimates provided by a third party or by management by reference to rights sold on similar loans during the quarter. When values are estimated by management using market prices for similar servicing assets, certain discounts may be applied to reflect the differing rights underlying the loan servicing contract. These discounts may range from 25 to 75 basis points of the principal balance of the underlying loan. Such discounts represent the significant unobservable input.
22
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table shows a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three-month period ended March 31, 2012 (in thousands). During the three-month period certain securities were transferred to Level 2 classification. These securities are now showing an active trading market, which has resulted in fair values with significant observable elements.
|
|
| Three months ended |
|
|
| March 31, 2012 |
| Securities available for sale, beginning of period | $ | 799 |
| Securities transferred to Level 2 during period |
| (730) |
| Unrealized gain included in other comprehensive income |
| 28 |
| Securities available for sale, end of period | $ | 97 |
23
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table presents for each of the fair-value hierarchy levels the Companys assets and liabilities that were measured at fair value on a recurring and non-recurring basis at December 31, 2011, by caption on the Consolidated Balance Sheet (dollars in thousands).
|
|
|
|
|
|
|
|
| Internal models |
|
| Internal models |
|
|
|
|
|
|
|
|
| Quoted market |
|
| with significant |
|
| with significant |
|
| Total carrying |
|
|
|
|
|
| prices in active |
|
| observable market |
|
| unobservable market |
|
| value in the |
|
|
|
|
|
| markets |
|
| parameters |
|
| parameters |
|
| Consolidated |
|
|
|
|
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
|
| Balance Sheet |
Measured on a recurring basis: |
|
|
|
|
|
|
|
|
|
|
| ||||
| Assets |
|
|
|
|
|
|
|
|
|
|
| |||
|
| Securities available-for-sale: |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
| U.S. Treasury | $ | 502 |
|
| - |
|
| - |
|
| 502 | |
|
|
| U.S. government sponsored |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| enterprise obligations |
| - |
|
| 56,125 |
|
| - |
|
| 56,125 |
|
|
| State and municipal obligation |
| - |
|
| 55,425 |
|
| - |
|
| 55,425 | |
|
|
| All other |
| - |
|
| 1,407 |
|
| 799 |
|
| 2,206 | |
|
|
|
| Total assets | $ | 502 |
|
| 112,957 |
|
| 799 |
|
| 114,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
| |||
|
| Interest rate swap agreement | $ | - |
|
| 4,415 |
|
| - |
|
| 4,415 | ||
|
| Letters of credit |
| - |
|
| 233 |
|
| - |
|
| 233 | ||
|
|
|
| Total liabilities | $ | - |
|
| 4,648 |
|
| - |
|
| 4,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measured on a non-recurring basis: |
|
|
|
|
|
|
|
|
|
|
| ||||
| Assets |
|
|
|
|
|
|
|
|
|
|
| |||
|
| Loans |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
| Loans-held-for-sale | $ | - |
|
| 7,556 |
|
| - |
|
| 7,556 | |
|
|
| Collateral dependent impaired loans |
| - |
|
| - |
|
| 2,453 |
|
| 2,453 | |
|
| Other assets |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
| Other real estate owned |
| - |
|
| - |
|
| 4,235 |
|
| 4,235 | |
|
|
| Loan servicing assets |
| - |
|
| - |
|
| 2,489 |
|
| 2,489 | |
|
|
|
| Total assets | $ | - |
|
| 7,556 |
|
| 9,177 |
|
| 16,733 |
The following table shows a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three-month period ended March 31, 2011 (in thousands).
|
|
| Three months ended |
|
|
| March 31, 2011 |
| Securities available for sale, beginning of period | $ | 958 |
| Unrealized gain included in other comprehensive income |
| 37 |
| Securities available for sale, end of period | $ | 995 |
(12) Accounting Pronouncements Implemented in the Current Year
We implemented the following Accounting Standards Updates (ASU) as of January 1, 2012 with no impact to our financial condition or results of operations. However, some footnote disclosures were revised:
ASU 2011-03. Reconsideration of Effective Control for Repurchase Agreements, issued April 2011. The main objective in developing this Update was to improve the accounting for repurchase agreements (repos) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The amendments in this Update removed from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. Other criteria applicable to the assessment of effective control were not changed by the amendments in this Update. Since the Company does not currently engage in these types of transactions, the Update had no impact on the Companys financial condition or results of operations upon implementation.
24
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
ASU 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, issued May 2011. The amendments were intended to converge fair value measurement and disclosure guidance in U.S. GAAP with the guidance in the International Accounting Standards Boards concurrently issued IFRS 13, Fair Value Measurement. The amendments in ASU 2011-04 did not modify the requirements for when fair value measurements apply; rather, they generally represented clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement. In implementing this ASU, we expanded relevant disclosures for fair values of financial instruments and fair value measurements.
ASU 2011-05 Presentation of Comprehensive Income, issued June 2011. The objective of this Update was to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The amendments required that all non-owner changes in stockholders equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. We used the two statement report by including a consolidated statement of comprehensive income.
In ASU 2011-12 Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, the FASB deferred the certain reporting requirements for reclassifications out of accumulated other comprehensive income on a components basis.
ASU 2011-08 Testing Goodwill for Impairment, issued September 2011. The objective of this Update was to simplify how entities, both public and non-public, test goodwill for impairment. The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previous guidance required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Although this ASU became effective on January 1, 2012, we will not implement its provisions until the fourth quarter of 2012 when we perform our annual goodwill assessment.
(13) Acquisition
As more fully discussed in the 2011 Annual Report, in November 2011, the Company acquired a majority interest in WBI OBS Financial, LLC (WBI), a company formed to concurrently acquire OBS Holdings, Inc. (OBS). As of March 31, 2012, the Company had not completed its comprehensive analysis of the fair value of assets acquired and liabilities assumed. The Company expects to complete this analysis in 2012. There has been no change to the financial information presented in the 2011 Annual Report.
25
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is our discussion and analysis of certain significant factors which have affected the Company's financial position and operating results during the periods included in the accompanying condensed consolidated financial statements. This discussion and analysis supplements our Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2011 Annual Report.
Critical Accounting Estimates
We are instructed, pursuant to SEC guidance, to evaluate and disclose those accounting estimates that we judge to be critical - those most important to the portrayal of the Company's financial condition and results, and that require our most difficult, subjective and complex judgments. We consider the Allowance for Loan Losses (allowance) as critical given the inherent uncertainty in evaluating the levels of the allowance required to reflect credit losses in the portfolio. We also consider the valuation of investment securities for Other-Than-Temporary-Impairment (OTTI) as critical in the current market environment given the lack of an active and liquid market for a small number of our holdings. There has been no change in our methodology for estimating the allowance or securities valuation, which is fully described within the 2011 Annual Report.
Significant Corporate Events
Quite similar to the last quarter, on March 8, 2012, a sealed-bid public auction of our common stock yielded a new average price of $147.48, up 14.1% in one quarter over the previous price of $129.22 set in November, 2011. This increase resulted in a pre-tax $1.7 million upward adjustment to our Stock Appreciation Rights liability, which is reflected in operating expenses.
Financial Overview
Diluted earnings per common share for the first quarter of 2012 declined 19.0% to $1.83 from $2.26 in the same quarter of 2011. Net income in these periods was $3.5 million and $4.3 million, respectively. Total assets at March 31, 2012 were $1,799.4 million compared to $1,761.5 million at December 31, 2011 and $1,771.3 million at March 31, 2011.
Earnings for the first quarter of 2012, as compared with the first quarter of 2011, reflected a strong 10.7% increase in total revenues (net interest income and other income) driven by business growth, a higher provision for loan losses, and, exclusive of the $1.7 million additional Stock Appreciation Rights liability accrual, operating expenses growth rate lower than the revenue growth rate. Despite a general decline in asset yields, net interest income grew due to higher volumes of earning assets and a decline in interest costs. The higher provision for loan losses was driven by increased net new loans. Reflecting continued franchise growth, total operating expenses increased in many major categories. As anticipated, FDIC premiums were down due to changes in assessment rates.
We were encouraged by the substantial increase in average interest earnings assets, particularly since it occurred in the higher-yielding loan portfolio. We experienced a planned decrease in federal funds sold, which were used to fund the loan growth. Average interest bearing liabilities changed little, but their cost fell significantly. Off-balance sheet, both the book value and fair value of Assets under Administration grew, reflecting new customer accounts and a significant improvement in stock market performance.
Financial Condition (three months ended March 31, 2012)
At March 31, 2012, total assets were $1,799.4 million, up $37.9 million or 2.2% from $1,761.5 million at December 31, 2011.
Cash and cash equivalents (cash, balances with other financial institutions, and federal funds sold) were $105.6 million at March 31, 2012, falling $21.2 million, impacted by an increase in loans and decrease in investment balances.
The securities portfolio fell to $272.8 million, a $8.7 million from December 31, 2011. Similar to 2011 we experienced a relatively high level of security calls (i.e., issuers repaid debt obligations before their stated maturities). Market interest rates declined earlier in the first quarter this year. This decline made it beneficial for issuers to call outstanding higher cost obligations and replace them with lower cost obligations. With this lower rate environment we found fewer investments with attractive terms (rate, maturity, credit quality) in which to invest. With low rates and little inventory in the market, we purchased fewer investments in the early part of this quarter. We will continue to pursue the purchase of securities to replace the volume called. However, our ability to do so will be restricted by the low supply of high-quality US government sponsored enterprise obligations and municipal obligations, our preferred investment choices.
The securities portfolio consists principally of New York State municipal obligations (80.0% of total at March 31, 2012) with the remainder mostly in US government sponsored enterprise obligations. The total fair value of both the available-for-sale and the held-to-maturity securities portfolios exceeded amortized cost as a result of a decrease in mid- and long-term market rates since the securities purchase. In both portfolios we hold some securities with fair values below their amortized cost and we concluded at March 31, 2012, that there are none considered to be other than temporarily impaired.
During the last twelve months a handful of non-New York State municipalities have declared bankruptcy. Much continues to be written about high debt loads of many municipalities and other government entities and concern remains about the possibility of additional defaults given the budget pressures, including structural deficits that many municipalities face. Our Company is an investor in state and
26
municipal obligations. We invest only in New York State based obligors. These investments are used to re-cycle the deposits of our local municipalities, and since we invest in New York State obligations, the money stays local and earns a tax-advantaged return. Prior to purchasing an investment, our Treasury team performs a financial analysis of the obligor or the obligation using such tools as internal models, particularly for non-rated issuances, third-party analyses, and rating agency guidance. At March 31, 2012, 94% of the portfolio was rated A or better, 3% BBB, and 3% was unrated. In addition, 96% of the obligations were backed by third-party credit support, and 97% were general obligations of the municipalities with unlimited taxing authority. We found no evidence of credit deterioration in the portfolio at March 31, 2012.
Loans, exclusive of loans held for sale, grew $63.1 million during the first quarter of 2012 with the gross portfolio totaling $1,352.1 million compared to $1,284.9 million at December 31, 2011. This continues three quarters trend of net portfolio growth. During this quarter we expected an increase in commercial loans given the strength in our pipeline. We also continued to target growth in the indirect automobile portfolio by offering discounted interest rates. We expect to see continued intense competition from banks, finance companies, and credit unions in the coming quarter. With respect to our balance sheet, in the coming quarter we expect both the commercial and residential portfolios to show increase, and a tempering in growth of the indirect portfolio due to offering rate increases initiated late in this quarter.
Please see the section entitled Impaired Loans and Non-Performing Assets for a discussion of loan credit quality.
Total deposits at March 31, 2012, were $1,583.5 million and were up $36.9 million from December 31, 2011. Growth occurred in all lower interest cost categories. Net growth was seen in consumer and municipal deposits while business deposits were down. Although the pace has slowed from recent past quarters, we continued to experience declines in time deposits, both consumer and business, and expect that to repeat throughout 2012 as a result of the generally low interest rate environment in which depositors prefer to keep excess funds liquid, awaiting higher rates and investment returns. Since most of these matured time deposits were redeposited in other deposit types, there was no impact on overall liquidity. However, the total cost of deposits (interest expense) did fall due to lower reinvestment rates available to depositors. Looking to the coming quarter, we expect consumer and commercial deposits to grow modestly and we expect little change in total municipal deposits.
As expected, there was no change in total borrowings. We do not expect to incur new long-term borrowings or need to access overnight borrowings for the foreseeable future, because the balance of federal funds sold and the strength of consumer and business deposit inflows should be sufficient to fund the increases we expect in earning assets.
Results of Operations (three months ended March 31, 2012)
Net interest income grew $1.4 million or 9.2% for the quarter compared to the same quarter in 2011, reflecting a widening of interest rate margin and spread. Average earning asset balances grew and were invested in higher-yielding loans, replacing lower yielding Federal Funds Sold. With general interest rates remaining low we have seen both asset yields and liability costs fall year over year as maturing products are replaced at lower interest rates. Given the length of this very low interest rate environment, we are likely to find fewer opportunities to significantly lower rates on deposit products, yet rates continue to fall on earning assets, which will eventually lead to lower interest rate spread and margin.
On a tax-equivalent basis, compared to the same quarter in 2011, the overall net growth in interest-earning assets and interest-bearing liabilities had a $2.0 million positive impact on net interest income, and the change in rates had a $0.6 million negative impact. Net interest margin was 4.16% for the first quarter of 2012, up from 3.96% during the same quarter in 2011. As we discussed in our 2011 Annual Report, we expect full-year net interest income (revenue) to increase year-on-year due to expected balance sheet growth, but we expect little positive impact from rate changes given the current interest rate environment and our anticipation of continued low interest rates for the remainder of the year.
27
Summary tax-equivalent net interest income information for the three-month periods ended March 31, 2012 and 2011 follows (dollars in thousands).
|
|
| 2012 |
|
|
| 2011 |
| ||||||||||||
|
|
|
|
|
|
|
| Annualized |
|
|
|
|
|
|
|
|
| Annualized |
| |
|
|
| Average |
|
|
|
|
| Average |
|
|
| Average |
|
|
|
|
| Average |
|
|
|
| Balance |
|
| Interest |
|
| Rate |
|
|
| Balance |
|
| Interest |
|
| Rate |
|
Interest-bearing deposits and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| fed funds sold | $ | 64,828 |
| $ | 39 |
|
| 0.24 | % |
| $ | 149,061 |
| $ | 94 |
|
| 0.25 | % |
Securities |
| 279,526 |
|
| 2,710 |
|
| 3.88 |
|
|
| 273,795 |
|
| 2,938 |
|
| 4.29 |
| |
Loans, net |
| 1,291,374 |
|
| 16,450 |
|
| 5.10 |
|
|
| 1,163,759 |
|
| 16,079 |
|
| 5.53 |
| |
Total interest-earning assets |
| 1,635,728 |
| $ | 19,199 |
|
| 4.69 | % |
|
| 1,586,615 |
| $ | 19,111 |
|
| 4.82 | % | |
Non interest-earning assets |
| 118,625 |
|
|
|
|
|
|
|
|
| 104,626 |
|
|
|
|
|
|
| |
| Total assets | $ | 1,754,353 |
|
|
|
|
|
|
|
| $ | 1,691,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits | $ | 1,318,318 |
| $ | 1,503 |
|
| 0.46 | % |
| $ | 1,312,983 |
| $ | 2,676 |
|
| 0.82 | % | |
Total debt |
| 51,547 |
|
| 696 |
|
| 5.40 |
|
|
| 51,661 |
|
| 745 |
|
| 5.77 |
| |
Total interest-bearing liabilities |
| 1,369,865 |
| $ | 2,199 |
|
| 0.64 | % |
|
| 1,364,644 |
| $ | 3,421 |
|
| 1.00 | % | |
Non-interest bearing liabilities |
| 251,023 |
|
|
|
|
|
|
|
|
| 203,231 |
|
|
|
|
|
|
| |
Equity |
| 133,465 |
|
|
|
|
|
|
|
|
| 123,366 |
|
|
|
|
|
|
| |
| Total liabilities and equity | $ | 1,754,353 |
|
|
|
|
|
|
|
| $ | 1,691,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread |
|
|
|
|
|
|
| 4.05 | % |
|
|
|
|
|
|
|
| 3.82 | % | |
Net interest margin |
|
|
| $ | 17,000 |
|
| 4.16 | % |
|
|
|
| $ | 15,690 |
|
| 3.96 | % |
The provision for loan losses was $1.2 million for the quarter, higher than the $0.8 million for the same quarter last year. The higher provision in the first quarter of 2012 was mostly driven by a higher overall loan portfolio balance coupled with stable asset quality and lower net charge-offs. Details of the allowance for loan losses and net charge-offs for the year to date is presented in Footnote 3 to the Condensed Consolidated Financial Statements.
Total other income for the quarter ended March 31, 2012 increased 13.8% to $8.2 million from $7.2 million in 2011. Service charges on deposit accounts increased approximately $0.2 million due to higher revenues from our Courtesy Limit product and higher revenues for electronic banking services. Account maintenance service charges (included in service charges) were flat year-on-year due to higher customer balances offsetting their periodic fees. Electronic banking services (debit and ATM card revenues) continued to increase with consumers shifting from cash and checks to electronic transactions. We expect these trends to continue through the remainder of the year.
A consequence of the passage of Financial Reform Act is the potential negative industry-wide impact on debit card interchange income. The so-called Durbin Amendment required the Federal Reserve Board to adopt regulations limiting interchange fees that can be charged in an electronic debit card transaction to the reasonable and proportionate costs related to the incremental cost of the transaction. Banks under $10 billion in assets are exempt, which includes the Company; therefore, we do not anticipate negative consequences. However, merchants could choose to accept debit cards issued only by the largest banks, which are subject to the interchange limits. If that were to occur, our customers would be inconvenienced and our electronic banking income reduced.
Trust and investment services income grew 22.9% to $3.8 million for the first quarter of 2012 compared to $3.1 million for the same quarter in 2011. Total assets under administration (see table below) have grown year to year due to both organic growth in underlying accounts and higher fair value of assets within the accounts resulting from improved equity and bond markets. We anticipate book value growth to continue into the coming quarters with year-over-year growth rates expected to be in the 5% range. For the remainder of the year we anticipate fair value growth to moderate from this quarters growth rate given the sharp run-up of the markets in this first quarter.
28
The following table presents information about period-end book value and fair value of assets under administration (dollars in thousands).
|
| Assets Under Administration | |||||
|
| as of | |||||
|
| (in thousands) | |||||
|
|
|
|
|
|
|
|
|
|
| March 31, |
| December 31, |
| March 31, |
|
|
| 2012 |
| 2011 |
| 2011 |
|
|
|
|
|
|
|
|
| Book value | $ | 1,748,111 |
| 1,726,172 |
| 1,717,495 |
|
|
|
|
|
|
|
|
| Fair value | $ | 1,991,810 |
| 1,858,130 |
| 1,928,261 |
The net gain on sale of mortgages was 61.9% higher in the first quarter of 2012 compared to the same quarter in 2011. The total volume of closed loans was up 57.1% year over year (See table below). Managements efforts to improve pricing and reduce loan delivery penalties is paying off with improved profitability. In the coming quarter, usually a heavier period for home sales and mortgage closings in our region, we expect volumes to be similar to this past quarters. Normally they would be higher, but due to good weather, more home buying occurred in the first quarter than anticipated. If volumes for the year are similar to 2011s, we expect the net gain on sale of mortgages might be lower than last year, because we anticipate holding more loans in portfolio.
CNB Mortgage Closed Loans by Type |
| ||||||
For the three-month periods ended March 31, |
| ||||||
(dollars in thousands) |
| ||||||
|
|
|
|
|
|
|
|
|
|
| 2012 |
|
| 2011 |
|
Purchase money mortgages | $ | 28,495 |
|
| 17,862 |
| |
Refinance mortgages |
| 41,514 |
|
| 26,700 |
| |
| Total mortgage originations | $ | 70,009 |
|
| 44,562 |
|
|
|
|
|
|
|
|
|
Percentage of loans retained in portfolio |
| 26.9 | % |
| 21.4 | % |
Loan servicing fee income was essentially flat year over year with higher gross revenue offset by higher amortization of servicing rights caused by a higher year-over-year amortizable balance. We expect this historical level of income for the Company to remain as long as rates stay low and we sell loans with servicing retained. The heavy mortgage refinance activity during the past few years had led us to sell more originations to third parties rather than add these low-rate, long-term assets to our portfolio. We service many of these originated loans on behalf of Freddie Mac. The balance of loans serviced for Freddie Mac stood at $468.9 million at March 31, 2012 compared to $462.0 million at December 31, 2011, and $446.0 million at March 31, 2011. We also earn servicing fees from sold commercial loan participations. The total balance of participations sold was $115.4 million at March 31, 2012 compared to $ 115.0 million at December 30, 2011, and $115.2 million at March 31, 2011.
Other operating income fell for the quarter compared to the same quarter in 2011, and can fluctuate from time to time depending upon earnings from our nonmarketable investments. In the first quarter of 2011, we recognized approximately $0.3 million from our investment in Cephas, while in the first quarter of 2012, the amount recognized was much lower. We expect to record earnings from this and other investments in the coming quarters, however the extent and timing cannot be determined.
Total operating expenses grew $2.8 million for the quarter ended March 31, 2012 compared to the same three-month period in 2011. Of this, $1.7 million was due to an additional accrual for stock appreciation rights liability (as noted previously), and $0.5 million was associated with OBS. With the exception of the expected large drop in FDIC insurance expense that occurred in the first quarter of 2012, all major categories of expenses generally increased, and were consistent with the growth in our franchise: loans, deposits, assets under administration, etc. The largest component increase, exclusive of the stock appreciation rights accrual, was in salaries and employee benefits reflecting the addition of new staff and raises for incumbents. Except for FDIC insurance, we expect all categories to continue to increase during the year consistent with our business growth goals.
The quarterly effective tax rate was 29.7% in 2012 and 27.0% in 2011. The change in the effective rate is attributable to the ratio of tax-exempt income to total income. It is likely this rate will settle in the 29% - 31% range through 2012 due to lower tax-exempt income from declining interest rates on tax-exempt bonds.
Liquidity
29
There has been no material change from December 31, 2011 in our available sources of wholesale liquidity from either the Federal Home Loan Bank of New York (FHLB) or the Federal Reserve Bank of New York. At March 31, 2012 we had no overnight or short-term borrowings outstanding, and during the quarter we did not utilize any overnight or short-term borrowings. Given our high level of federal funds sold and continued deposit inflows, we foresee no borrowings in the coming quarter; though we might consider raising medium- or long-term borrowings for interest rate risk management purposes.
For the three months ended March 31, 2012, cash flows from all activities used $21.2 million in net cash and cash equivalents versus providing $78.1 million for the same period in 2011. In both years the principal source of cash inflows was deposits.
Net cash provided by operating activities was $1.5 million in 2012 versus $14.2 million in 2011. Both the largest source and use of operating cash in the first quarters of 2012 and 2011 were loans held for sale with origination and sales activity, which were approximately 45% higher in 2012 than in 2011. Excluding the effect of loans held for sale, operating activities provided $5.7 million and $4.4 million cash for each of the three-month periods in 2012 and 2011, respectively.
During the first quarter of 2012, investing activities used $56.8 million in cash and equivalents compared to providing $17.4 million in the same period of 2011. Each periods significant investing activities were opposite, with securities activities providing cash in 2012 and loan activities using cash, while in 2011, securities activities used cash and loan activities provided cash. For the remainder of the year we expect both securities and loan activities to utilize cash.
Cash provided by financing activities was $34.1 million in the first quarter of 2012 versus $46.5 million in the same period of 2011. The main contributor in both periods was deposit activity.
For the remainder of 2012, cash for growth is expected to come primarily from operating activities and customer deposits. Customer deposit growth is expected to come mainly from Monroe and Ontario Counties consumers and businesses.
Contractual obligations and commitments
Less material, but a part of our ongoing operations, and expected to be funded through normal operations, are liquidity uses such as lease obligations, long-term debt repayments, and other funding commitments. There has been no material change from the information disclosed in our 2011 Annual Report.
Also, as discussed more fully in our 2011 Annual Report, in the normal course of business, various commitments and contingent liabilities are outstanding. Because many commitments and almost all letters of credit expire without being funded in whole or in part, the notional amounts are not estimates of future cash flows. The following table presents the notional amount of the Company's significant commitments. Most of these commitments are not included in the Company's consolidated balance sheet (in thousands).
|
|
| March 31, 2012 |
|
| December 31, 2011 |
|
|
|
| Notional |
|
| Notional |
|
|
|
| Amount |
|
| Amount |
|
Commitments to extend credit: |
|
|
|
|
|
| |
| Commercial lines of credit | $ | 139,122 |
|
| 138,072 |
|
| Commercial real estate and construction | $ | 53,038 |
|
| 37,174 |
|
| Residential real estate at fixed rates | $ | 5,442 |
|
| 5,269 |
|
| Home equity lines of credit | $ | 193,393 |
|
| 186,902 |
|
| Unsecured personal lines of credit | $ | 16,794 |
|
| 16,326 |
|
Standby and commercial letters of credit | $ | 14,460 |
|
| 15,563 |
| |
Commitments to sell real estate loans | $ | 11,636 |
|
| 7,556 |
| |
|
|
|
|
|
|
|
|
Capital Resources
Under the regulatory framework for prompt corrective action, as of March 31, 2012, the Company and Bank are categorized as "well-capitalized." This is unchanged from December 31, 2011, and management anticipates no change in this classification for the foreseeable future.
On September 12, 2010, the Basel Committee on Banking Supervision released its proposal for revising capital requirements for internationally active financial institutions. These new standards are called Basel III. As a signatory to this proposal, the United States banking regulators will be revising capital standards for financial institutions in the U.S. Accordingly, we expect our capital standards will change. However, regulators have not released any new standards and are not expected to do so for some time. Furthermore, the international standards do not become fully effective until 2018, which is likely when the U.S. standards would become fully effective. It is too early to determine whether there will be any material impact to the Company.
30
Credit-Related Information
Allowance for Loan Losses , Net Charge-offs, and Non-performing Loans
Credit-related statistics follow (dollars in thousands):
|
|
| March 31, |
| December 31, |
| March 31, |
|
|
|
| 2012 |
| 2011 |
| 2011 |
|
|
|
|
|
|
|
|
|
|
Allowance as a percentage of total period end loans |
| 1.25 | % | 1.25 | % | 1.36 | % | |
|
|
|
|
|
|
|
|
|
Allowance as a percentage of non-performing loans |
| 84.58 | % | 88.07 | % | 69.27 | % | |
|
|
|
|
|
|
|
|
|
Net charge-offs to average loans (annualized) |
| 0.12 | % | 0.28 | % | 0.16 | % | |
|
|
|
|
|
|
|
|
|
Non-performing loans to total period-end loans |
| 1.47 | % | 1.42 | % | 1.97 | % | |
|
|
|
|
|
|
|
|
|
Non-performing assets to total period-end |
|
|
|
|
|
|
| |
| loans and other real estate |
| 1.70 | % | 1.75 | % | 2.25 | % |
The provision for loan losses for the three-month period ended March 31, 2012 was higher than the same period in 2011, due to substantially higher net loan growth offset by improved credit quality compared to 2011. The balance in the allowance for loan losses also increased during the quarter and was impacted by growth and higher quantitative factors from the eight-quarter loss migration applied to the residential mortgage and the consumer indirect portfolio. Conversely the allowances associated with commercial loans were reduced due to lower quantitative factors. As discussed more fully in the 2011 Annual Report, we determine the amount necessary in the allowance for loan losses based upon a number of factors. Based on our current assessment of the loan portfolio, we believe the amount of the allowance for loan losses at March 31, 2012 is appropriate at $16.8 million. However, should non-performing and non-accrual loans increase, or should we experience declines in customers credit quality measured through loan impairment or internal loan classifications, we may need to establish a higher allowance for loan losses as a percentage of total loans, which would necessitate an increase to the provision for loan losses.
Net charge-offs in the first quarter of 2012 were $0.4 million, compared to $0.5 million in the first quarter of 2011. Net charge-offs to average loans for the first three months fell in 2012 to 12 basis points compared to 16 basis points in 2011. In the coming quarters, we anticipate annualized net charge-offs in the 25-30 basis points range if we experience no significant portfolio deterioration.
Total non-performing loans were $19.9 million at March 31, 2012, up from $18.3 million at December 31, 2011, but down from $23.0 million at March 31, 2011. The general decline in non-performing loans since March 31, 2011, came mainly in commercial-related loans and residential mortgages.
Other real-estate owned has fallen $1.1 million since December 31, 2011 to $3.1 million at March 31, 2012, due to property liquidations, and is also down slightly from the first quarter of 2011. Given the current economic climate and overall growth in non-performing loans, we can expect additional foreclosures in the coming periods.
Impaired Loans
Total impaired loans have exhibited a positive trend during the past twelve months, having declined to $19.4 million at March 31, 2012 from $22.8 million at March 31, 2011 due to improvements in commercial and industrial loans and first-lien residential mortgages. However, since year end 2011, total impaired loans increased $2.1 million mostly due to a commercial relationship. At March 31, 2012 we identified 91 loans totaling $19.4 million that were considered impaired. Of these, 49, with an aggregate balance outstanding of $15.2 million were analyzed on a loan-by-loan basis, 10 of which, with an aggregate balance of $3.9 million, had specific reserves calculated amounting to $1.5 million. The remaining 42 loans totaling $4.2 million were evaluated for impairment on a collective basis.
Regional economic conditions continue to improve slowly. Despite this, as in all economic cycles, we can anticipate more loans, though we know of no material ones, which will become impaired in the coming quarters. Concurrently, we expect some loans, which are currently impaired, to improve over this same period, and we will likely see some impaired loans decline to loss status. Accordingly we do not expect the level of impaired loans to substantially change throughout the rest of 2012.
Impact of Financial Regulation Legislation
Management continues to navigate the myriad regulations and pronouncements resulting from the July 21, 2010 passing of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Financial Reform Act). Most of the major regulations have yet to be enacted, but planning and managing their implementation requires considerable forethought. Our employees are working tirelessly to develop
31
cost-effective solutions. The provisions expected to most significantly impact us are more fully described in the 2011 Annual Report. During the first quarter of 2012 there were no regulations promulgated as a result of the Financial Reform Act that did or are expected to have a significant impact on the Company.
Recent Accounting Standards to be implemented in Future Periods
The following presents a summary of Accounting Standards Updates (ASUs), exclusive of technical correction ASUs that will be subject to implementation in future periods.
ASU 2011-11 Disclosures about Offsetting Assets and Liabilities, issued December 2011. The amendments in this Update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The amendments are intended to bring closer convergence of US GAAP with International Financial Reporting Standards (IFRS). The amendments are effective for us beginning in 2013. We do not anticipate any material impact to our financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity and Asset / Liability Management Review
As set forth in our 2011 Annual Report, we expected market interest rates for 2012 would remain fairly steady for most of the year at current historic lows with no measurable increase expected until 2014. We have no reason at this time to change that expectation.
We measure net interest income at-risk by estimating the changes in net interest income resulting from instantaneous and sustained parallel shifts in interest rates of plus- or minus- 200 basis points over a twelve-month period. This provides a basis or benchmark for our Asset/Liability Committee to manage our interest rate risk profile. Presented below is a table showing our interest rate risk profile at March 31, 2012 and December 31, 2011.
|
|
| Estimated |
| |||
| Changes in Interest |
| Percentage Change in |
| |||
| Rates |
| Future Net Interest Income |
| |||
| (basis points) |
| 2012 |
|
| 2011 |
|
| 200 |
| (2) | % |
| (4) | % |
| 100 |
| (4) |
|
| (6) |
|
| No change |
| - |
|
| - |
|
| -100 |
| (1) |
|
| (0) |
|
| -200 |
| (1) |
|
| (0) |
|
Our model suggests our interest rate risk has decreased slightly from year end for upward changes in rates, and has increased slightly for downward changes in rates. Our exposure to smaller increases in rates has declined, because, we have more earning assets in higher yielding loans relative to the year-end 2011 balance sheet. Our exposure to downward rate movements has increased due to the very low cost of deposits, which have little room to move lower regardless of the magnitude of market rate changes, while asset yields will continue to fall. Notwithstanding, we believe rates are more likely than not to remain at these historically low levels through most of 2013.
Item 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of March 31, 2012, that the Company's disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-14(c) and 15d-14(c)) are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
Also, there have been no changes in the Company's internal control over financial reporting identified in connection with that evaluation, or that occurred during the first quarter of 2012, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
32
PART II -- OTHER INFORMATION
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES
Item 1. Legal proceedings
The Company and its subsidiaries are, from time to time, parties to or otherwise involved in legal proceedings arising in the normal course of business as either plaintiffs or defendants. Management does not believe that there is any pending or threatened proceeding against the Company or its subsidiaries which, if determined adversely, would have a material effect on the Company's business, results of operations, or financial condition.
Item 1A. Risk Factors
There has been no material change to the risk factors disclosed in the 2011 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
From time to time, shares of our common stock are purchased by The Canandaigua National Bank and Trust Company (Bank) for the Arthur S. Hamlin Award, the Canandaigua National Corporation Employee Stock Ownership Plan (ESOP) and the Canandaigua National Corporation for treasury. Each of these entities is considered an affiliated purchaser of the Company under Item 703 of Regulation S-K. Shares repurchased by Company are not part of a publicly announced plan or program. The Bank, ESOP, and Company purchase prices per share are determined based on the most recent price established at the sealed-bid auction immediately preceding the purchase. Purchases occur on an ad-hoc basis when shares become available in the marketplace and the Company is interested in purchasing these shares for the corporate purposes discussed above. Sales occur when corporate needs require the use of shares and there are none available in the market at the time.
There were no shares purchased or sold by the Company during the quarter ended March 31, 2012.
Item 3. Defaults Upon Senior Securities
None
Item 4. (Removed and Reserved)
Item 5. Other information
Unresolved Staff Comments
None
33
Common Stock Trades
All share and per share information in all tables has been adjusted to reflect the four-for-one forward stock split approved by the Companys shareholders at a special meeting on September 14, 2011, and effected pursuant to an amendment to the Companys Certificate of Incorporation, which was filed with New York State on September 20, 2011.
While the Company's stock is not actively traded, from time to time, shareholders sell shares to interested persons in sealed-bid public auctions administered by the Banks Trust Department at the request of selling shareholders. Our stock is not listed with a national securities exchange. Due to the limited number of transactions, the quarterly high, low and weighted average sale prices may not be indicative of the actual market value of the Company's stock. The following table sets forth a summary of transactions by selling shareholders and bidders in the Company's common stock during each period for transactions that were administered by the Banks Trust Department:
|
|
| Number of |
|
| Average |
|
| Highest |
|
| Lowest |
| Date of |
| Shares |
|
| Price |
|
| Accepted |
|
| Accepted |
| Transaction |
| Sold |
|
| Per Share |
|
| Bid |
|
| Bid |
|
|
|
|
|
|
|
|
|
|
|
|
|
| March 8, 2012 |
| 1,926 |
| $ | 147.48 |
| $ | 165.78 |
| $ | 141.93 |
| April 5, 2012 |
| 4,233 |
| $ | 152.56 |
| $ | 179.96 |
| $ | 145.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Although the Companys common stock is not listed with a national securities exchange, it trades sporadically on the Over-the-Counter Bulletin Board System under the symbol CNND or CNND.OB. The following table sets forth a summary of information about these trades. Due to the limited number of transactions, the quarterly high, low and weighted average bid/ask prices may not be indicative of the actual market value of the Company's stock.
The OTC Bulletin Board® (OTCBB) is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (OTC) equity securities. An OTC equity security generally is any equity that is not listed or traded on NASDAQ® or a national securities exchange. The OTCBB is a quotation medium for subscribing members, not an issuer listing service, and should not be confused with The NASDAQ Stock MarketSM. Investors must contact a broker/dealer to trade OTCBB securities. Investors do not have direct access to the OTCBB service. The Securities and Exchange Commission's (SEC's) Order-Handling Rules which apply to NASDAQ-listed securities do not apply to OTCBB securities. The OTCBB market quotations set forth below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
|
|
| Number of |
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| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
|
| Shares |
|
| Average |
|
| High |
|
| Low |
| Period |
| Transacted |
|
| Sales Price |
|
| Sales Price |
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| Sales Price |
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|
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|
|
| 1st Quarter, 2012 |
| 5,603 |
| $ | 93.56 |
| $ | 105.00 |
| $ | 87.50 |
34
Item 6. Exhibits
| Exhibit |
| Where exhibit may be found (incorporated by reference to the extent not filed herewith): |
|
|
|
|
(2.1) | Stock purchase Agreement, dated September 6, 2007, by and among Canandaigua National Corporation, Genesee Valley Trust Company |
| Filed as Exhibit 2.1 to Form 10-Q for the period ended June 30, 2010* |
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|
|
(2.2) | Asset Purchase Agreement, dated December 22, 2008, by and among The Canandaigua National Bank and Trust Company, Greentree Capital Management, LLC, Peter J Gaess, and T.C. Lewis |
| Filed as Exhibit 2.2 to Form 10-Q for the period ended June 30, 2010* |
|
|
|
|
(2.3) | Amendment to Asset Purchase Agreement, dated December 31, 2008, by and among The Canandaigua National Bank and Trust Company, Greentree Capital Management, LLC, Peter J. Gaess, and T.C. Lewis |
| Filed as Exhibit 2.3 to Form 10-Q for the period ended June 30, 2010* |
|
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|
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(3.i) | Certificate of Incorporation of the Registrant, as amended |
| Filed as Exhibit 3.i to Form 10-Q for the period ended March 31, 2011 |
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(3.ii.) | By-laws of the Registrant, as amended |
| Filed as Exhibit 3.ii to Form 10-Q for the period ended March 31, 2011 |
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(10.10) | Canandaigua National Corporation Omnibus Incentive Plan, as amended |
| Filed Herewith |
|
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|
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(11) | Calculations of Basic Earnings Per Share and Diluted Earnings Per Share |
| Note 8 to the Condensed Consolidated Financial Statements |
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(31.1) | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |
| Filed Herewith |
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(31.2) | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |
| Filed Herewith |
|
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|
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(32) | Certification of Chief Executive Officer and Chief Financial Officer under 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| Filed Herewith |
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(101)** | The following materials from the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed consolidated Statements of Condition as of March 31, 2012 and December 31, 2011; (ii) condensed Consolidated Statements of Income for the three months ended March 31, 2012 and 2011; (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011; (iv) condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2012 and 2011; (v) condensed Consolidated Statements of Changes in shareholders Equity for the three months ended March 31, 2012 and 2011; and, (vi) Notes to unaudited Condensed Consolidated Financial Statements. . | ||
| Notes |
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| *Certain portions of these agreements have been granted confidential treatment by the Securities and Exchange Commission. Confidential information is omitted from these agreements and filed separately with the Commission | ||
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| ||
| ** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections |
35
SIGNATURES |
CANANDAIGUA NATIONAL CORPORATION AND SUBSIDIARIES |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. |
|
| CANANDAIGUA NATIONAL CORPORATION |
|
| (Registrant) |
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May 7, 2012 |
| /s/ George W. Hamlin, IV |
Date |
| George W. Hamlin, IV |
|
| Chairman and Chief Executive Officer |
|
|
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|
|
May 7, 2012 |
| /s/ Lawrence A. Heilbronner |
Date |
| Lawrence A. Heilbronner |
|
| Executive Vice President and Chief Financial Officer |
36
EXHIBIT 10.10
CANANDAIGUA NATIONAL CORPORATION
OMNIBUS INCENTIVE PLAN
1.
Purpose. The purposes of the Plan are: (a) to promote the interests of the Corporation, its Subsidiaries and its shareholders by strengthening the ability of the Corporation and its Subsidiaries to attract and retain highly competent officers and other key employees; and (b) to provide a means to encourage Stock ownership and proprietary interest in the Corporation. The Plan is intended to provide Participants with forms of long-term incentive compensation that are not subject to the deduction limitation rules prescribed under Code Section 162(m), and should be construed to the extent possible as providing for remuneration which is “performance-based compensation” within the meaning of Code Section 162(m) and the regulations promulgated thereunder.
2.
Definitions. Where the context of the Plan permits, words in the masculine gender shall include the feminine gender, the plural form of a word shall include the singular form, and the singular form of a word shall include the plural form. Unless the context clearly indicates otherwise, the following terms shall have the following meanings:
(a)
Award means the grant of incentive compensation under this Plan to a Participant.
(b)
Board means the board of directors of the Corporation.
(c)
Cause means the termination of a Participant’s employment due to: (a) the Participant’s misappropriation of funds or assets of the Corporation or a subsidiary for personal use; (b) the Participant willfully violating the Corporation’s policies or standards of business conduct as determined in good faith by the Board; or (c) any “cause” definition that appears in the Participant’s written employment agreement or the Participant’s Award(s).
(d)
Change in Control means:
(i)
there shall be consummated: (1) any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which any Shares are to be converted into cash, securities or other property, provided that the consolidation or merger is not with a corporation which was a direct or indirect wholly-owned subsidiary of the Corporation or a parent of the Corporation immediately before the consolidation or merger; or (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Corporation; or
(ii)
the shareholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or
(iii)
any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more voting control of the Corporation’s then outstanding common stock, provided that such person shall not be a wholly-owned subsidiary of the Corporation immediately before it becomes such 30% beneficial owner of voting control; or
(iv)
individuals who constitute the Corporation’s Board of Directors on the date hereof (the “Incumbent Board’) cease for any reason to constitute at least a majority thereof, provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election, by the Corporation’s shareholders, was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of this clause (iv), considered as though such person were a member of the Incumbent Board
Notwithstanding the foregoing, any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or one of its affiliates shall not constitute a Change in Control,
(e)
Code means the Internal Revenue Code of 1986, as amended.
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(f)
Committee means either (i) the Compensation Committee of the Board, or (ii) the full Board, unless the Board appoints another committee to administer the Plan.
(g)
Corporation means Canandaigua National Corporation, and any successor thereto.
(h)
Covered Employee means a covered employee within the meaning of Code Section 162(m), or any successor provision of the Code.
(i)
Disability means any medically determinable physical or mental impairment which prevents a Participant from engaging in any substantial gainful activity and which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined in good faith by the Committee.
(j)
Exchange Act means the Securities Exchange Act of 1934, as amended.
(k)
Fair Market Value as of any date and in respect of any share of Stock shall be determined in accordance with the following rules:
(i)
If the Stock is readily tradable on an established stock exchange or interdealer quotation system, then the “Fair Market Value” of the Stock shall be the closing sales price for the Stock on such exchange or system for the most recent market trading day on which a sale occurred preceding the date of determination, as reported on such exchange or system or such other source as the Committee deems reliable.
(ii)
If the Stock is not readily tradable on an established stock exchange or interdealer quotation system, then the “Fair Market Value” of the Stock shall be as determined in good faith by the Committee through any reasonable valuation method which satisfies the requirements of Section 409A of the Code.
(iii)
In no event shall the fair market value of any Stock be less than its par value.
(l)
Incentive Stock Option means a Stock Option designed to meet the requirements of Code Section 422, or any successor provision of the Code.
(m)
Nonqualified Stock Option means a Stock Option that is not an Incentive Stock Option and the transfer or exercise of which is subject to taxation under Code Section 83 and Treasury regulations issued thereunder.
(n)
Participant means an individual designated by the Committee as eligible to receive an Award under the Plan.
(o)
Performance Unit Award means a cash incentive subject to the satisfaction of long-term Performance Criteria and granted pursuant to section 10 below.
(p)
Performance Criteria means business criteria within the meaning of Code Section 162(m), including, but not limited to: revenue; revenue growth; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating income; pre-or after-tax income; net operating profit after taxes; economic value added (or an equivalent metric); ratio of operating earnings to capital spending; cash flow (before or after dividends); cash-flow per share (before or after dividends); net earnings; net sales; sales growth; share price performance; return on assets or net assets; return on equity; return on capital (including return on total capital or return on invested capital); cash flow return on investment; total shareholder return; improvement in or attainment of expense levels; and improvement in or attainment of working capital levels. Any Performance Criteria may be used to measure the Corporation’s performance as a whole or any of the Corporation’s business units and may be measured relative to a peer group or index.
(q)
Performance Period means a period of at least one year and no more than five years, designated by the Committee.
(r)
Person means any individual, entity or group, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
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(s)
Phantom Stock means an award providing a Participant with the right to receive the value of a share of Stock at a date on or after vesting in accordance with the terms of such grant, and/or upon the attainment of Performance Criteria specified by the Committee in the Award, in accordance with section 9 below.
(t)
Plan means this Omnibus Incentive Plan.
(u)
Restricted Stock means Stock subject to a vesting condition specified by the Committee in an Award in accordance with section 9 below.
(v)
RSU means a restricted stock unit providing a Participant with the right to receive cash or Stock, at the discretion of the Committee, at a date on or after vesting in accordance with the terms of such grant and/or upon the attainment of Performance Criteria specified by the Committee in the Award in accordance with section 9 below.
(w)
SAR means a stock appreciation right granted pursuant to section 8 below.
(x)
Stock means a share of the common Voting Stock of the Corporation, provided that with respect to Stock related to a Stock Option or SAR intended to be exempt from Code Section 409A, Stock means a share of Voting Stock of the Corporation that on the date of grant of the Stock Option or SAR: (A) is common stock for purposes of Code Section 305; (B) has no preference as to distributions (other than distributions of Stock and distributions in liquidation); and (C) which is not subject to a mandatory repurchase obligation (other than a right of first refusal) or to a put or call right (other than a lapse restriction as defined in Treasury regulations issued under Code Section 83), if the stock price under the obligation or right is based on a measure other than the fair market value (disregarding lapse restrictions as defined in Treasury Regulation Section 1.83-3(i)) of the equity interest in the Corporation.
(y)
Stock Option means the right to acquire shares of Stock at a certain price that is granted pursuant to section 7 below. The term Stock Option includes both Incentive Stock Options and Nonqualified Stock Options.
(z)
Subsidiary means any corporation or entity of which the Corporation owns, directly or indirectly, at least 50% of the total voting power of all classes of stock entitled to vote or at least 50% of total value of all classes of stock.
(aa)
Voting Stock means the common stock of the Corporation with the general right to vote for the election of directors.
3.
Administration. The Plan will be administered by the Committee consisting of two or more directors of the Corporation as the Board may designate from time to time. Each member of the Committee shall satisfy such requirements as:
(a)
the Securities and Exchange Commission has or may establish for directors acting under plans intended to qualify for exemption under Rule 16b3 or its successor under the Exchange Act;
(b)
any stock exchange on which Stock of the Corporation is traded has or may establish pursuant to its rule-making authority; and
(c)
the Internal Revenue Service has or may establish for outside directors acting under plans intended to qualify for exemption under Code Section 162(m).
The Committee shall have the discretionary authority to: (i) construe and interpret the Plan and any Awards granted thereunder; (ii) establish and amend rules for Plan administration; (iii) change the terms and conditions of Awards at or after grant (subject to the provisions of section 17 below); (iv) correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award granted under the Plan; (v) determine the eligible participants of the Corporation to whom, and the time or times at which, Awards shall be granted; (vi) determine the form of Awards and the number of shares of Stock to be subject to each award; (vii) prescribe the form of the Award agreements and any appropriate terms and conditions applicable to the Awards; (viii) make any amendments to such agreements or Awards; and (ix) make all other determinations which it deems necessary or advisable for the administration of the Plan; provided, however, that, notwithstanding any provision of the Plan to the contrary, with respect to an Award that constitutes deferred compensation intended to be exempt from or comply with Code Section
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409A, the Plan shall be interpreted and administered consistent with Code Section 409A exemption or compliance requirements.
Awards under the Plan may be made subject to the satisfaction of one or more Performance Criteria. Performance Criteria shall be established by the Committee for a Participant (or group of Participants) no later than ninety (90) days after the commencement of each Performance Period (or the date on which 25% of the Performance Period has elapsed, if earlier). The Committee may select one or more Performance Criteria and may apply those Performance Criteria on a corporate-wide or division/business segment basis. Notwithstanding the above or any other provision of the Plan, the Committee may not increase the amount of compensation payable to a Participant upon the satisfaction of Performance Criteria.
The Committee or the Board may authorize one or more officers of the Corporation to select employees to participate in the Plan and to determine the number and type of Awards to be granted to such Participants, except with respect to: Awards to Participants subject to Section 16 of the Exchange Act; Awards to non-employee directors of the Corporation; and Awards to officers who are, or who are reasonably expected to be, Covered Employees. Any reference in the Plan to the Committee shall include such officer or officers acting pursuant to the authority delegated by the Committee or the Board.
The determinations of the Committee shall be made in accordance with its judgment as to the best interests of the Corporation and its shareholders and in accordance with the purposes of the Plan. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee, if it is in writing and signed by all the Committee members.
Notwithstanding the above, no member of the Committee shall interpret the Plan with respect to, or exercise any discretion, act on, or decide, any matter relating to himself or any of his rights or benefits under the Plan.
4.
Eligibility to Participate. Participants may consist of employees and non-employee directors of the Corporation and its Subsidiaries; provided, however, the following individuals shall be excluded from participation in the Plan: (a) contract laborers; (b) employees whose base wage or base salary is not processed for payment by the payroll department of the Corporation or any Subsidiary; and (c) any individual performing services under an independent contractor or consultant agreement, a purchase order, a supplier agreement or any other agreement that the Corporation enters into for service. Designation of a Participant in any year shall not require the Committee to designate that person to receive an Award in any other year or to receive the same type or amount of Award as granted to the Participant in any other year or as granted to any other Participant in any year. The Committee shall consider all factors that it deems relevant in selecting Participants and in determining the type and amount of their respective Awards.
5.
Shares Available Under the Plan and for Awards. There is hereby reserved for issuance under the Plan an aggregate of 24,000 shares of Stock. Stock covered by an Award granted under the Plan shall not be counted as used unless and until actually issued and delivered to a Participant. Accordingly, if there is (a) a lapse, expiration, termination or cancellation of any Stock Option or other Award outstanding under this Plan prior to the issuance of Stock thereunder, or (b) a forfeiture of any shares of Restricted Stock or other Stock subject to an Award prior to vesting, then the Stock subject to such Awards shall be added to the Stock available for Awards under the Plan. In addition, any Stock covered by an SAR shall be counted as used only to the extent Stock is actually issued to the Participant upon exercise of the right. Finally, any Stock exchanged by a Participant as full or partial payment of the exercise price under any Stock Option exercised under the Plan, any Stock retained by the Corporation to comply with applicable income tax withholding requirements, and any Stock covered by an Award which is settled in cash, shall be added to the Stock available for Awards under the Plan.
All Stock issued under the Plan may be either authorized and unissued Stock or issued Stock reacquired by the Corporation. The maximum number of shares of Stock that may be issued under the Plan through Incentive Stock Options is 24,000; provided, however, notwithstanding a Stock Option’s designation, to the extent that Incentive Stock Options are exercisable for the first time by the Participant during any calendar year with respect to Stock whose aggregate Fair Market Value exceeds $100,000, such Stock Options shall be treated as Nonqualified Stock Options.
The Stock reserved for issuance and the other limitations set forth above shall be subject to adjustment in accordance with section 12 hereto.
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6.
Types of Awards, Payments, and Limitations. Awards shall consist of Stock Options, SARs, Restricted Stock, Phantom Stock, Performance Unit Awards and RSUs, all as described herein. Payment of Awards may be in the form of cash, Stock, other Awards or combinations thereof as the Committee shall determine, and with the expectation that any Award of Stock shall be styled to preserve the nature of the Award and such restrictions as it may impose. Consistent with Code Section 409A restrictions and subject to the provisions of sections 17 and 19 hereto, the Committee, either at the time of grant or by subsequent amendment, may require or permit Participants to elect to defer the issuance of Stock or the settlement of Awards in cash under such rules and procedures as the Committee may establish under the Plan.
The Committee may provide that any Awards under the Plan earn dividends or dividend equivalents, and interest on such dividends or dividend equivalents, other than Stock Options and SARs intended to be exempt from Code Section 409A. Such dividends or dividend equivalents shall be credited to a Participant’s Plan account, and are subject to the same vesting or Performance Criteria as the underlying Award. Dividends or dividend equivalents shall be subject to such restrictions and conditions as the Committee may establish, including reinvestment in additional Stock or Stock equivalents.
Each Award shall be evidenced by an agreement that sets forth the terms, conditions and limitations of such Award. Such terms may include, but are not limited to, the term of the Award, the provisions applicable in the event the Participant’s employment terminates, and the Corporation’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind any Award including without limitation the ability to amend such Awards to comply with changes in applicable law. An Award may also be subject to other provisions (whether or not applicable to similar Awards granted to other Participants) as the Committee determines appropriate, including provisions intended to comply with federal or state tax or securities laws, stock exchange requirements, understandings or conditions as to the Participant’s employment, requirements or inducements for continued ownership of Stock after exercise or vesting of Awards, or forfeiture of Awards in the event of termination of employment shortly after exercise or vesting, or breach of noncompetition or confidentiality agreements following termination of employment. The Committee need not require the execution of any such agreement by a Participant. The date of the Award or the date specified in the Award shall be the grant date of the Award for all purposes.
The Committee may make retroactive adjustments to, and the Participant shall reimburse to the Corporation any cash or equity based incentive compensation paid to the Participant, where such compensation was predicated upon achieving financial results that were substantially the subject of a restatement and, as a result of the restatement, it is determined that the Participant otherwise would not have been paid such compensation, regardless of whether or not the restatement resulted from the Participant’s misconduct. In each such instance, the Corporation will, to the extent practicable, seek to recover the amount by which the Participant’s cash or equity based incentive compensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results.
Furthermore, the Corporation will, to the extent permitted by governing law, require reimbursement of any cash or equity based incentive compensation paid to any named executive officer (for purposes of this policy “named executive officers” has the meaning given that term in Item 402(a)(3) of Regulation S-K under the Securities Exchange Act of 1934) where: (i) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a substantial restatement, and (ii) in the Committee’s view the officer engaged in fraud or misconduct that caused or partially caused the need for the substantial restatement. In each instance described above, the Corporation will, to the extent practicable, seek to recover the described cash or equity based incentive compensation for the relevant period, plus a reasonable rate of interest.
Measurement of the attainment of Performance Criteria may exclude, if the Award agreement so provides, impact of charges for restructurings, discontinued operations, extraordinary items and other unusual or non-recurring items, and the cumulative effects of tax or accounting changes, each as defined by generally accepted accounting principles and as identified in the financial statements, in the notes to the financial statements, in the management’s discussion and analysis section of the financial statements, or in other Securities and Exchange Commission filings.
Consistent with Code Section 409A restrictions, an Award may: (i) require a Participant to have amounts or Stock that otherwise would be paid or delivered to the Participant as a result of the exercise or settlement of an Award under the Plan credited to a deferred compensation or stock unit account established for the Participant by the Committee on the Corporation’s books of account; or (ii) permit a Participant to defer the receipt of payments of Awards pursuant to such rules, procedures or programs as may be established for purposes of this Plan.
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7.
Stock Options. Stock Options may be granted to Participants at any time as determined by the Committee; provided, however, that Incentive Stock Options shall be granted only to an employee of the Corporation or a Subsidiary. The Committee shall determine the number of shares subject to each Stock Option and whether the Stock Option is an Incentive Stock Option. The exercise price for each Stock Option shall be determined by the Committee but shall not be less than 100% of the Fair Market Value of the Stock on the date the Stock Option is granted unless the Stock Option is a substitute or assumed Stock Option as described in section 13 hereto. Subject to the provisions of this section 7, each Stock Option shall be exercisable at such time, shall expire at such time, and shall be subject to such other terms and conditions, as the Committee shall determine and as provided in the Award; provided, however, that no Stock Option shall be exercisable more than 10 years from the date of grant or, in the case of an Incentive Stock Option granted to an employee/shareholder described in Treasury Regulation Section 1.442-2(f), 5 years from the date of grant.
An Incentive Stock Option shall be exercisable following a Participant’s termination of employment only as follows:
(a)
Upon termination of the Participant’s employment for any reason other than death or Disability, any vested option that was exercisable immediately preceding termination may be exercised at any time prior to the earlier of the expiration date of the ISO or the expiration of three months after the date of such termination.
(b)
If the employment of a Participant terminates by reason of death or Disability (as determined by the Committee), any ISO may be exercised by the Participant or, in the event of the Participant’s death, by the Participant’s personal representative any time prior to the earlier of the expiration date of the ISO or the expiration of one year after the date of termination, but only if, and to the extent that, the Participant was entitled to exercise the ISO at the date of such termination.
Any Incentive Stock Option that fails to meet the requirements of Section 422 of the Code shall be treated as a Nonqualified Stock Option.
In no event shall the Committee cancel any outstanding Stock Option with an exercise price greater than the then current Fair Market Value of the Stock for the purpose of reissuing any other Award to the Participant at a lower exercise price, or reduce the exercise price of an outstanding Stock Option without shareholder approval. Reload options are not permitted.
The exercise price, upon exercise of any Stock Option, shall be payable to the Corporation in full by cash payment or its equivalent; provided, however, that with the Committee’s prior written approval, the exercise price may be payable to the Corporation by: (a) tendering previously acquired Stock purchased on the open market having a Fair Market Value at the time of exercise equal to the exercise price; (b) to the extent permitted by applicable law, delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to promptly deliver to the Corporation the amount of sale proceeds from the Stock Option shares or loan proceeds to pay the exercise price and any withholding taxes due to the Corporation; and (c) such other methods of payment as the Committee, in its discretion, deems appropriate.
8.
Stock Appreciation Rights. SARs may be granted to Participants at any time as determined by the Committee. The grant price of any SAR shall be equal to the Fair Market Value of the Stock on the date of its grant unless the SARs are substitute or assumed SARs as described in section 13 hereto. An SAR may be exercised upon such terms and conditions and for the term the Committee in its sole discretion determines. Upon exercise of an SAR, the Participant shall be entitled to receive payment from the Corporation in an amount determined by multiplying (a) the difference between the Fair Market Value of a share of Stock on the date of exercise and the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. The payment may be made in cash or Stock, at the discretion of the Committee. In no event shall the Committee cancel any outstanding SAR with a grant price greater than the then current Fair Market Value of the Stock for the purpose of reissuing any other Award to the Participant at a lower grant price, or reduce the grant price of an outstanding SAR without shareholder approval.
9.
Restricted Stock, RSUs, and Phantom Stock. Restricted Stock, RSUs, and Phantom Stock may be awarded under such terms and conditions as shall be established by the Committee. Restricted Stock, RSUs, and Phantom Stock shall be subject to such restrictions as the Committee determines, including, without limitation, any of the following:
(a)
a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period;
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(b)
a requirement that the holder forfeit (or in the case of Stock sold to the Participant, resell to the Corporation at cost) such Stock, RSUs, or Phantom Stock in the event of termination of employment during the period of restriction; and
(c)
the attainment of Performance Criteria.
All restrictions shall expire at such times as the Award shall specify. Provided the Award has not previously been forfeited, RSUs and Phantom Stock shall be paid or settled within sixty (60) days after the Award is deemed vested, but in no event longer than the maximum time period permitted under Code Section 409A to qualify as a short-term deferral.
10.
Performance Unit Awards. The Committee shall designate the Participants to whom Performance Unit Awards are to be awarded and determine the amount of the Award and the terms and conditions of each such Award; provided the Performance Period will not be less than 12 months. Each Performance Unit Award shall entitle the Participant to a payment in cash upon the attainment of Performance Criteria and other terms and conditions specified in the Award; provided, however, that the Committee may, in its discretion, substitute Stock for a cash payment otherwise required to be made to a Participant pursuant to a Performance Unit Award if such Stock has a Fair Market Value equal to the cash payment on the payment date. Before payment of a Performance Unit Award, the Committee shall certify in writing that the Performance Criteria has been satisfied.
Notwithstanding the satisfaction of any Performance Criteria, the amount to be paid under a Performance Unit Award may be adjusted by the Committee, in its discretion, on the basis of such further consideration as the Committee in its sole discretion shall determine. However, the Committee may not, in any event, increase the amount earned under Performance Unit Awards upon satisfaction of any Performance Criteria by any Participant who is a Covered Employee.
11.
Change in Control.
(a)
Except as otherwise determined by the Committee at the time of grant of an Award and as provided in an Award agreement and, with respect to an Award that constitutes deferred compensation subject to Code Section 409A, to the extent not inconsistent with Code Section 409A restrictions regarding acceleration of payment upon a change in control event or upon termination and liquidation of the Plan, upon a Change in Control and subject to subsection (b) below: all outstanding Stock Options and SARs shall become vested and exercisable; all restrictions on Restricted Stock, RSUs, and Phantom Stock shall lapse; all Performance Criteria shall be deemed achieved and all other terms and conditions met; all Performance Unit Awards, RSUs, and Phantom Stock shall be paid out as promptly as practicable and in no event later than sixty (60) days following the occurrence of the Change in Control. In addition, upon the approval of a plan of complete liquidation or dissolution of the Corporation, the Plan shall be terminated and liquidated.
(b)
Notwithstanding subsection 11(a), the Committee may, in its sole discretion, upon a Change in Control: (i) provide that outstanding Awards shall be assumed, or substantially equivalent stock and stock-based awards shall be substituted, by the acquiring or succeeding corporation; (ii) upon written notice to the Participants, provide that all unexercised Stock Options will terminate immediately prior to the consummation of the transaction unless exercised by the Participant within a specified period following the date of such notice; or (iii) in the event of a Change in Control under the terms of which holders of Voting Stock will receive upon consummation thereof a cash payment for each share surrendered in the Change in Control, make or provide for a cash payment to the Participants equal to the difference between (y) the Change in Control Price times the number of shares of Stock subject to such outstanding Stock Options and SAR (to the extent then exercisable at prices not in excess of the Change in Control Price) and (z) the aggregate exercise price of all such outstanding Stock Options and SARs, in exchange for the termination of such Stock Options and SARs. In the event Stock Options and SARs will terminate upon the consummation of the transaction as provided in clause (ii), each Participant shall be permitted, within a specified period determined by the Committee, to exercise all non-vested Stock Options and SARs, subject to the consummation of the Change in Control. At the option of the Committee in its sole discretion, any Award which is not “in the money” as of the date of consummation of the Change in Control may be canceled automatically without any action of the Participant and without consideration.
(c)
Notwithstanding the foregoing, if the Award constitutes deferred compensation subject to Code Section 409A, the definition of Change in Control must also constitute an event that is a change in ownership or
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effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Code Section 409A.
12.
Adjustment Provisions.
(a)
In the event of any change affecting the number, class, market price or terms of the Stock by reason of share dividend, share split, recapitalization, reorganization, merger, consolidation, spin-off, disaffiliation of a subsidiary, combination of Stock, exchange of Stock, Stock rights offering, or other similar event, or any distribution to the holders of Stock other than a regular cash dividend, the Committee shall equitably substitute or adjust the number or class of Stock which may be issued under the Plan in the aggregate or to any one Participant in any calendar year and the number, class, price or terms of shares of Stock subject to outstanding Awards granted under the Plan; provided, however, that any equitable adjustment shall be consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants in the Plan.
(b)
In the event of a Change in Control of the Corporation which results in the outstanding Stock of the Corporation being converted into or exchanged for different securities, cash or other property, or any combination thereof, there shall be substituted, on an equitable basis, for each share of Stock then subject to an Award granted under the Plan, the number and kind of shares of stock, other securities, cash or other property to which holders of Stock will be entitled pursuant to the transaction; provided, however, that in the event of a Change in Control and irrespective of whether an Award is being assumed, substituted or terminated in connection with the transaction, the vesting and exercisability of each outstanding Award shall accelerate in accordance with section 11(a) effective immediately prior to the Change in Control.
(c)
Notwithstanding the above or any other provision of the Plan, no substitution or adjustment shall be made pursuant to this section 12 relating to an Award that is a Stock Option or SAR intended to be exempt from Code Section 409A unless the substitution or modification complies with the restrictions on modifications to Stock Options and SARs exempt for Code Section 409A, and no substitution or adjustment shall be made to an Award that is an Incentive Stock Option unless the substitution or modification complies with any additional restrictions for Incentive Stock Options.
13.
Substitution and Assumption of Awards. The Board or Committee may authorize the issuance of Awards under this Plan in connection with the assumption of, or substitution for, outstanding Awards previously granted to individuals who become employees of the Corporation or any Subsidiary as a result of any merger, consolidation, acquisition of property or stock, or reorganization, upon such terms and conditions as the Committee may deem appropriate, provided, however, that in the case of a Stock Option or SAR intended to be exempt from Code Section 409A: (i) the excess of the aggregate Fair Market Value of the shares of Stock subject to the new or assumed Award after the assumption or substitution over the aggregate exercise or grant price of such shares must not be greater than the excess of the aggregate Fair Market Value of the shares of Stock subject to the new or assumed Award immediately before the assumption or substitution over the exercise or grant price of such shares; (ii) on a share-by-share comparison, the ratio of the exercise or grant price to the Fair Market Value of the shares of Stock subject to the Award immediately after the change in the Award or issuance of a new Award must not be more favorable to the Participant than the ratio of the exercise or grant price to the Fair Market Value of the shares of Stock subject to the old award (or portion thereof) immediately before the change in the Award or issuance of a new Award; the new or assumed Award must contain all of the terms of the old Award, except to the extent those terms are rendered inoperative by reason of the merger, consolidation, acquisition, or reorganization; and the new or assumed Award must not give the Participant additional benefits that he did not have under the old award.
Any substitute Awards granted under the Plan shall not count against the Stock limitations set forth in section 5 hereto, to the extent permitted by the corporate governance standards and rules of any stock exchange upon which stock of the Corporation is traded.
14.
Nontransferability. Each Award granted under the Plan shall not be transferable other than by will or the laws of descent and distribution, and each Stock Option and SAR shall be exercisable during the Participant’s lifetime only by the Participant or, in the event of Disability, by the Participant’s personal representative (on behalf of the Participant). In the event of the death of a Participant, exercise of any Award or payment with respect to any Award shall be made only by or to the beneficiary, executor or administrator of the estate of the deceased Participant or the person or persons to whom the deceased Participant’s rights under the Award shall pass by will or the laws of descent and distribution.
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15.
Taxes. The Corporation has the power and the right to deduct or withhold, or require a Participant to remit to the Corporation, an amount sufficient to satisfy Federal, state or local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan. As a condition of the grant, vesting, exercise or settlement of an Award, the Participant shall make such arrangements as the Committee may require, in its discretion, to satisfy any applicable tax withholding obligations.
In the case of an employee and in the absence of any other arrangement, the employee shall be deemed to have directed the Corporation to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of any taxable event arising as a result of the Plan.
In the case of Participant other than an employee (or in the case of an employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under applicable laws, the Participant shall be deemed to have elected to have the Corporation withhold from the shares to be issued upon the settlement of an Award that number of shares having a Fair Market Value determined as of the applicable tax date equal to the amount required to be withheld.
If permitted by the Committee, in its discretion, a Participant may satisfy his or her tax withholding obligations by surrendering to the Corporation shares of Voting Stock that have a Fair Market Value determined as of the applicable tax date equal to the amount required to be withheld. In the case of shares previously acquired from the Corporation that are surrendered under this section, such shares must have been owned by the Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Corporation to avoid adverse accounting charges).
Any election or deemed election by a Participant to have shares withheld to satisfy tax withholding obligations shall be irrevocable as to the particular shares as to which the election is made and shall be subject to the consent or disapproval of the Committee. Any election by a Participant to surrender shares to satisfy his or her tax withholding obligations must be made on or prior to the applicable tax date.
16.
Duration of the Plan. No Award shall be made under the Plan more than 10 years after the date the Plan is adopted by the Board or approved by the shareholders of the Corporation, whichever is earlier.
17.
Amendment and Termination. The Board or Committee may amend the Plan from time to time or terminate the Plan at any time; provided, however, (i) that no provision of the Plan requiring shareholder approval shall be amended to eliminate such requirement; and (ii) no amendment may reduce the amount of the Award or adversely affect the rights of the Participant under such Award without the Participant’s consent. Notwithstanding the foregoing, consistent with Code Section 409A restrictions, the Committee may require an Award be deferred pursuant to section 6 hereto, without a Participant’s consent; and may amend or terminate an Award to comply with changes in law without a Participant’s consent.
The Corporation shall obtain shareholder approval of any Plan amendment to the extent necessary to comply with applicable laws, regulations, or stock exchange rules.
18.
Delayed Payments.
(a)
Notwithstanding any provision to the contrary in the Plan or an Award agreement, Award payment(s) to a Participant shall be delayed to the extent that the Committee reasonably anticipates that, if the payment(s) were made as scheduled, a tax deduction for such payment(s) would be barred by Code Section 162(m). In such case, the payment(s) shall be made either: (i) during the calendar year in which the Committee reasonably anticipates that, if the payment(s) is made during such year, the tax deduction for such payment(s) will not be barred under Code Section 162(m); or, (ii) if the Award constitutes deferred compensation subject to Code Section 409A, during the period beginning on the date that is six months after the Participant’s separation from service (as defined in Code Section 409A) and ending on the later of the last day of the calendar year in which such date occurs or the 15th day of the third month following such calendar year.
(b)
Notwithstanding any provision to the contrary in an Award agreement, if an Award constitutes deferred compensation subject to Code Section 409A, payment(s) of the Award to the Participant on account of his separation of service (as defined in Code Section 409A) shall not occur before the date that is six months after the date of his separation from service (or, if earlier, the date of his death).
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19.
Other Provisions.
(a)
In the event any Award under this Plan is granted to an employee who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may, in its sole discretion: (i) modify the provisions of the Plan as they pertain to such individuals to comply with applicable law, regulation or accounting rules consistent with the purposes of the Plan; and (ii) cause the Corporation to enter into an agreement with any local subsidiary pursuant to which such subsidiary will reimburse the Corporation for the cost of such equity incentives.
(b)
Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s employment with the Corporation; nor interfere in any way with the Participant’s right or the Corporation’s right to terminate such relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between the employee and the Corporation.
(c)
No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee, in its discretion, shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock, or whether such fractional shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.
(d)
In the event any provision of the Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provisions had never been contained in the Plan.
(e)
Payments and other benefits received by a Participant under an Award made pursuant to the Plan generally shall not be deemed a part of a Participant’s compensation for purposes of determining the Participant’s benefits under any other employee benefit plans or arrangements provided by the Corporation or a subsidiary, unless expressly provided under such plan or arrangement. The Committee shall administer, construe, interpret, and exercise discretion under the Plan and each Award in a manner that is consistent and in compliance with a reasonable, good faith interpretation of all applicable laws, and that avoids (to the extent practicable) the classification of any Award as deferred compensation subject to Code Section 409A or, alternatively, complies with Code Section 409A requirements, as determined by the Committee.
(f)
A Participant shall not possess any rights of a shareholder with respect to the Stock covered by any Award until the Participant becomes the record holder of such Stock, provided that a Participant may have certain shareholder rights with respect to Restricted Stock (except the right to receive dividends on unvested Stock) as set forth in the Award.
(g)
Upon termination of a Participant’s employment with the Corporation for Cause, any and all Awards held by such Participant shall immediately terminate in their entirety upon first notification to the Participant of termination of the Participant’s employment. If a Participant’s employment with the Corporation is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Award likewise shall be suspended during the investigation period and the Participant shall have no right to exercise any Award. If after Participant’s termination of employment without Cause, the Committee becomes aware of facts that, if it had been aware of at the time of termination, could have permitted the Corporation to terminate Participant’s employment for Cause, then any and all Awards held by such Participant shall be immediately and automatically terminated and forfeited at the time of such determination of Cause by the Committee. The Committee shall have authority to effect such procedures and take such actions as are necessary to carry out the legal intent of this section, including such procedures and actions as are required to cause the Participant to return to the Corporation Stock that was acquired or vested under the Award within six months of the events giving rise to the for-Cause termination of the Participant’s employment and, if such Stock has been transferred by the Participant, to remit to the Corporation the value of such transferred Shares.
20.
Governing Law, Venue. The Plan and any actions taken in connection herewith shall be governed by and construed in accordance with the laws of the state of New York without regard to any state’s conflict of laws principles. Any legal action related to this Plan shall be brought only in a federal or state court located in Ontario County, New York.
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Exhibit 31.1 | |||
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Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 | |||
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CERTIFICATIONS | |||
I, George W. Hamlin, IV, certify that: | |||
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| 1. | I have reviewed this quarterly report on Form 10-Q of Canandaigua National Corporation; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
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| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): | |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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May 7, 2012 |
| /s/ George W. Hamlin, IV |
Date |
| George W. Hamlin, IV, Chairman and Chief |
|
| Executive Officer |
|
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Exhibit 31.2 | ||||
| ||||
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| ||||
CERTIFICATIONS | ||||
I, Lawrence A. Heilbronner, certify that: | ||||
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| ||
| 1. | I have reviewed this quarterly report on Form 10-Q of Canandaigua National Corporation; | ||
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| ||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
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| |
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||
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| |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
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| |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
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| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
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| |
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| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. | |
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| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): | ||
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |
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May 7, 2012 |
| /s/ Lawrence A. Heilbronner |
Date |
| Lawrence A. Heilbronner, Executive Vice President and |
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| Chief Financial Officer |
EXHIBIT 32 |
|
CERTIFICATION PURSUANT TO 18 U.S.C. |
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE |
SARBANES-OXLEY ACT OF 2002 |
|
George W. Hamlin, IV, Chairman and Chief Executive Officer and Lawrence A. Heilbronner, Executive Vice President and Chief Financial Officer, of Canandaigua National Corporation (the Company), each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report of the Company on Form 10-Q for the three-months ended March 31, 2012 (the Report), and that to the best of his knowledge: |
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(1) | the Report fully complies with the requirements of Section 13(a) of 15(d) of the Securities Exchange Act of 1934; and |
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(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Company. |
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The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-Oxley Act of 2002. | |
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May 7, 2012 |
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| |||
/s/ George W. Hamlin, IV |
| /s/ Lawrence A. Heilbronner | |||
George W. Hamlin, IV |
| Lawrence A. Heilbronner | |||
Chairman and Chief Executive Officer |
| Executive Vice President and Chief Financial Officer |
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Capital Changes (Details)
|
Mar. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Capital Changes [Abstract] | ||
Preferred stock, authorized shares | 4,000,000 | |
Common stock, authorized | 16,000,000 | 16,000,000 |
Fair Values of Financial Instruments (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Values of Financial Instruments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] |
|
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